Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box. o

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated
filer o

Accelerated
filer o

Non-accelerated
filer o

Smaller reporting
company o

(Do not check if a smaller
reporting
company)

CALCULATION OF
REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Each Class of

Amount being

Offering Price

Aggregate Offering

Amount of

Security to be Registered

Registered

per Security (1)

Price (1)

Registration Fee

Units, each consisting of one share of Common Stock,
$.0001 par value, and one Warrant (2)

23,000,000 Units

$10.00

$230,000,000

$9,039,00

Shares of Common Stock included as part of the Units

23,000,000 Shares





(3)

Warrants included as part of the Units

23,000,000
Warrants





(3)

Total

$230,000,000

$9,039.00

(1)

Estimated solely for the purpose of calculating the registration
fee.

(2)

Includes 3,000,000 Units, consisting of 3,000,000 shares of
Common Stock and 3,000,000 Warrants included in such Units, that
may be issued on exercise of a
30-day
option granted to the Underwriter to cover over-allotments, if
any.

(3)

No fee required pursuant to Rule 457(g) under the
Securities Act.

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act or until the Registration Statement shall
become effective on such date as the Securities and Exchange
Commission acting pursuant to said Section 8(a), may
determine.

The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
Registration Statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.

Subject to Completion Dated
March 11, 2008

PRELIMINARY PROSPECTUS

J.W. Childs Acquisition I
Corp.

$200,000,000

20,000,000 Units

J.W. Childs Acquisition I Corp. is a blank check company
recently formed for the purpose of acquiring one or more
businesses, through a merger, capital stock exchange, stock
purchase, asset acquisition, reorganization or other similar
business combination, which we refer to as our business
combination. We intend to focus initially on businesses in the
consumer products and specialty retail sectors, but we may
pursue opportunities in other business sectors. Our search will
be primarily focused on businesses in North America, but we may
explore opportunities in other geographic regions. We do not
have any specific business combination under consideration and
we have not, nor has anyone on our behalf, contacted any
prospective target business or had any discussions, formal or
otherwise, with respect to such a transaction or taken any
direct or indirect measures to locate a specific target business
or consummate a business combination. We will seek stockholder
approval to consummate our business combination in accordance
with the conditions described in this prospectus. If our initial
business combination is approved and consummated, public
stockholders voting against our initial business combination
will be entitled to elect to convert their shares of our common
stock into cash equal to their pro rata share of the aggregate
amount then on deposit in the trust account, subject to certain
limitations described herein.

We will liquidate and distribute the proceeds held in the trust
account described below to our public stockholders if we are
unable to consummate our business combination within
24 months from the date of this prospectus, or
30 months if this period is extended. In order to extend
this period to 30 months, we must have entered into a
definitive agreement with respect to a business combination
within the initial
24-month
period and (i) holders of a majority of our outstanding
shares of common stock must vote to approve an extension to
30 months and (ii) in connection with such vote,
conversion rights must not be exercised by holders of 40% or
more of the shares sold in this offering, each as described in
this prospectus.

This is an initial public offering of our securities. We are
offering 20,000,000 units. Each unit will be offered at a
price of $10.00 per unit and will consist of one share of our
common stock and one warrant. Each warrant entitles the holder
to purchase one share of our common stock at a price of $7.00.
Each warrant will become exercisable on the later of our
consummation of our business combination
and ,
2009 [one year from the date of this prospectus], and
will expire
on ,
2013 [five years from the date of this prospectus], or
earlier upon redemption by us. If we elect to redeem the
warrants we will have the option to require all holders that
wish to exercise their warrants prior to redemption to do so on
a cashless basis. If we choose to require holders to exercise
their warrants on a cashless basis, the number of shares of
common stock received by a holder upon exercise will be fewer
than it would have been had such holder exercised a warrant for
cash.

Our sponsor, JWC Acquisition, LLC, acquired 5,750,000 units
from us prior to the date of this prospectus (750,000 of which
are subject to forfeiture if and to the extent the
underwriters over-allotment option is not fully exercised)
for an aggregate purchase price of $25,000 or $.004 per unit,
and subsequently
transferred shares
of common stock underlying such units to our independent
directors at the cost thereof. Shares of our common stock
included in the units held by our sponsor and the shares of our
common stock held by our independent directors will have no
right to liquidating distributions in the event we fail to
consummate our business combination.

John W. Childs, our Chairman of the Board, and our officers and
directors (other than independent directors) or their affiliates
have agreed to purchase an aggregate of 5,000,000 warrants from
us at a price of $1.00 per warrant for an aggregate purchase
price of $5,000,000 in a private placement immediately prior to
the completion of this offering. The proceeds from the sale of
the private placement warrants will be deposited in the trust
account and subject to the trust agreement described in this
prospectus, and will be part of the funds distributed to our
public stockholders in the event we are unable to complete our
business combination.

In addition, prior to the closing of this offering, John W.
Childs and our officers and directors (other than independent
directors) or their affiliates will enter into an agreement with
Deutsche Bank Securities Inc. in accordance with
Rule 10b5-1
under the Securities Exchange Act of 1934, as amended, pursuant
to which they will place limit orders for up to an aggregate of
$15,000,000 of our common stock commencing two business days
after we file a preliminary proxy statement relating to our
business combination and ending on the

business day immediately preceding the record date for the
meeting of stockholders at which such business combination is to
be approved, or earlier in certain circumstances. The limit
orders will require John W. Childs and our officers and
directors (other than independent directors) or their affiliates
to purchase any of our shares of common stock offered for sale
at or below a price equal to the per-share value of the trust
account as of the date of our most recent annual report on
Form 10-K
or quarterly report on
Form 10-Q,
as applicable, filed prior to such purchase. The purchase of
such shares will be made by Deutsche Bank Securities Inc., or
another broker dealer mutually agreed upon by such firm and John
W. Childs. These purchases will be made in accordance with the
guidelines of
Rule 10b5-1
under the Exchange Act and so as to satisfy the conditions of
Rule 10b-18
under the Exchange Act whether or not it is available, and will
otherwise be subject to applicable law. Any portion of the
$15,000,000 not used for open market purchases of common stock
will be applied to the purchase of units from us by John W.
Childs and our officers and directors (other than independent
directors) or their affiliates , at a price of
$10.00 per unit, immediately prior to the consummation
of our business combination.

There is currently no public market for our units, common stock
or warrants. We anticipate that the units will be listed on the
American Stock Exchange, or the AMEX, under the
symbol
on or promptly after the date of this prospectus. The shares of
common stock and warrants included in the units being sold in
this offering will each begin separate trading five business
days after the earlier to occur of (i) the expiration of
the underwriters over-allotment option or (ii) the
exercise of such option in full by the underwriter, subject in
either case to our having filed a current report on
Form 8-K
with the Securities and Exchange Commission, containing an
audited balance sheet reflecting our receipt of the gross
proceeds of this offering, and having issued a press release
announcing when such separate trading will begin. Once such
separate trading begins, we anticipate that the shares of common
stock and warrants will be listed on the AMEX under the
symbols
and ,
respectively. We cannot assure you, however, that our securities
will be or will continue to be listed on the AMEX.

We have granted our underwriter a
30-day
option to purchase up to 3,000,000 additional units solely to
cover over-allotments, if any (over and above the
20,000,000 units referred to above). The over-allotment
option will be used only to cover a syndicate short position
resulting from the initial distribution.

Investing in our securities involves a high degree of risk.
See Risk Factors beginning on page 38 of this
prospectus for a discussion of information that should be
considered in connection with an investment in our
securities.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.

Proceeds,

Public Offering

Underwriting

Before

Price

Discount (1)

Expenses

Per Unit

$

10.00

$

0.70

$

9.30

Total

$

200,000,000

$

14,000,000

$

186,000,000

(1)

Includes the deferred underwriting
discount of 3.50% of the gross proceeds from the units offered
to the public, or $0.35 per unit ($7,000,000 in the aggregate),
payable to the underwriter only upon consummation of a business
combination.

Of the net proceeds we receive from this public offering and the
sale of the private placement warrants, $196,900,000
(approximately $9.85 per unit) will be deposited into a trust
account (of which $7,000,000 or approximately $0.35 per unit is
attributable to the underwriters deferred discount)
maintained by Continental Stock Transfer &
Trust Company, acting as trustee. The underwriter will not
be entitled to any income earned on the deferred fees. The funds
held in trust (net of taxes and up to $3,000,000 of income
earned on the trust account that is permitted to be disbursed to
us for working capital purposes) will not be released from the
trust account until the earlier of the consummation of a
business combination and our liquidation, except to satisfy
stockholder conversion rights, as described in this prospectus.
If we do not consummate our business combination within
24 months (or up to 30 months if our stockholders
approve an extension) following the completion of this offering,
we will liquidate as promptly as possible and distribute only to
our public stockholders on a pro rata basis the amount, subject
to any valid claims by our creditors that are not covered by
indemnities, in our trust account (including any income earned,
net of taxes thereon) plus any remaining net assets.

We are offering the units for sale on a firm-commitment basis.
Deutsche Bank Securities Inc. expects to deliver our securities
to investors in the offering on or
about ,
2008.

This summary highlights certain information appearing
elsewhere in this prospectus and does not contain all of
the information that you should consider in making an investment
decision. For a more complete understanding of this offering,
you should read the entire prospectus carefully, including the
risk factors and the financial statements.

references to John W. Childs or
Mr. Childs refer to John W. Childs, our
Chairman of the Board;



references to Sawaya Segalas refer to Sawaya
Segalas & Co., LLC;



references to the initial units refer to the
5,750,000 units previously issued to our sponsor for an
aggregate purchase price of $25,000 (up to 750,000 of such units
are subject to forfeiture if and to the extent the
underwriters over-allotment option is not fully
exercised);



references to the initial shares refer to the
shares of our common stock included in the initial units;



references to the initial warrants refer to the
warrants included in the initial units;



references to the initial securities refer to the
initial units, the initial shares and the initial warrants;



references to the private placement warrants
refer to the 5,000,000 warrants to be purchased from us by John
W. Childs and our officers and directors (other than independent
directors) or their affiliates at a price of $1.00 per warrant
($5,000,000 in the aggregate) in a private placement that will
occur immediately prior to the consummation of this offering;



references to the co-investment units refer to up
to $15,000,000 of units that John W. Childs and our
officers and directors (other than independent directors) or
their affiliates may purchase from us for $10.00 per unit
immediately prior to the consummation of our business
combination to the extent such funds are not used to purchase
shares of our common stock by John W. Childs and our officers
and directors (other than independent directors) or their
affiliates pursuant to the limit orders described in this
prospectus;



references to the limit orders refer to the limit
orders for shares of our common stock to be purchased by John W.
Childs and our officers and directors (other than independent
directors) or their affiliates described in this prospectus;



references to the business combination refer to
an acquisition by us of one or more businesses through a merger,
capital stock exchange, stock purchase, asset acquisition,
reorganization or other similar business combination;



references to the existing holders refer to all
persons or entities that own any of our initial securities
immediately prior to the completion of this offering; and



references to the SEC refer to the Securities and
Exchange Commission;

references to the Exchange Act refer to the
Securities and Exchange Act of 1934, as amended;



references to the Securities Act refer to the
Securities Act of 1933, as amended; and



references to the public stockholder refer to
those holders of shares of common stock acquired through the
purchase of units being sold in this offering or in the open
market, and may include our existing holders and their
affiliates to the extent that they purchase or acquire shares of
our common stock after the completion of this offering.

Unless expressly stated to the contrary, the information in
this prospectus assumes that the underwriter will not exercise
its over-allotment option.

You should rely only on the information contained in this
prospectus. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the
front cover of this prospectus, as our business, financial
condition, results of operations and prospects may have changed
since that date. We have not, and the underwriter has not,
authorized anyone to provide you with different information. We
are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.

We are a blank check company recently formed under the laws of
the State of Delaware for the purpose of acquiring one or more
businesses through a merger, capital stock exchange, stock
purchase, asset acquisition, reorganization or other similar
business combination. We do not have any specific business
combination under consideration or contemplation and we have
not, nor has anyone on our behalf, contacted any potential
target business or had any discussions, formal or otherwise,
with respect to such a transaction or taken any direct or
indirect measures to locate a specific target business or
consummate a business combination.

We will have until 24 months (or up to 30 months if
our stockholders approve an extension) following completion of
this offering to consummate a business combination. If we fail
to consummate a business combination within the required time
frame, we will implement our dissolution and liquidation plan,
as described in this prospectus.

We will seek to capitalize on the substantial deal sourcing,
investing and operating expertise of our management team to
identify, acquire and operate a middle-market business in the
consumer products or specialty retail sectors operating
primarily in North America, although we may pursue acquisition
opportunities in other sectors or in other geographic regions.
We believe that consumer products and specialty retail
businesses possess attractive investment attributes compared to
other sectors including strong brand franchises, barriers to
competition, lower capital requirements and lower technology
risks. Our Chairman, John W. Childs, our President,
Adam L. Suttin, and other members of our management team have
extensive experience acquiring and operating businesses across
various sectors, but primarily focused in the consumer products
and specialty retail sectors. Our Vice Chairman and Executive
Vice President, Fuad Sawaya, has over 20 years experience
in sourcing, structuring and negotiating control investments in
consumer businesses. All of our executives are either
professionals with J.W. Childs, a private equity firm founded by
Mr. Childs and Mr. Suttin in 1995 to make investments
in middle market growth businesses, or, in the case of
Mr. Sawaya, a principal of Sawaya Segalas, an investment
bank providing financial advisory services to the consumer
sector. J.W. Childs has invested approximately
$3 billion of equity capital in 40 businesses with an
aggregate enterprise value (which includes all equity investment
and incurred and assumed net indebtedness) at the time of
investment of over $12 billion. In addition, 19 of these
portfolio companies have made follow-on acquisitions

We believe that our sourcing of acquisition candidates will
benefit from the involvement of Mr. Sawaya in our
management and the network of relationships that Mr. Sawaya
and Sawaya Segalas, of which Mr. Sawaya is a principal,
have developed. Sawaya Segalas financial advisory business
serves a diverse set of clients around the world. Sawaya Segalas
has expertise in the consumer sector, with a focus on the
over-the-counter medicine, personal care, household products,
housewares and food and beverage sectors. The Sawaya Segalas
team of investment bankers will be additional resources to us as
we seek to identify acquisition candidates.

Our management team has generated attractive investment returns
through an operationally intensive approach that focuses on
increasing stockholder value through growing revenue (through
organic growth and acquisitions) and improving the efficiency of
business and manufacturing processes. Consistent with this
strategy, we have identified the following general criteria and
guidelines that we believe are important in evaluating
prospective target businesses. We will use these criteria and
guidelines in evaluating acquisition opportunities, but we may
decide to enter into a business combination with a target
business that does not meet these criteria and guidelines.



Middle-Market Growth Business. We will seek to
acquire one or more growth businesses with an enterprise value
ranging from $750 million to $1.25 billion. We believe
that our focus on businesses in this segment of the middle
market will offer us a

substantial number of potential business targets that we believe
can achieve and maintain significant revenue and earnings
growth. We do not intend to acquire
start-up
companies.



Strong Competitive Industry Position. We will
seek to acquire one or more businesses that operate within
segments of the consumer products and specialty retail sectors
that have strong fundamentals. The factors we will consider
include growth prospects, competitive dynamics, level of
consolidation, need for capital investment and barriers to
entry. Within these sectors, we will focus on companies that
have a leading or niche market position. We will analyze the
strengths and weaknesses of target businesses relative to their
competitors, focusing on product quality, customer loyalty, cost
impediments associated with customers switching to competitors,
patent protection and brand positioning. We will seek to acquire
one or more businesses that demonstrate advantages when compared
to their competitors, which may help to protect their market
position and profitability.



Business with Revenue and Earnings Growth
Potential. We will seek to acquire one or more
businesses that have the potential for revenue and earnings
growth through our operationally intensive approach led by
members of our management team. Members of our management team
have long and successful records of building stockholder value
through a combination of brand and new product development,
expense reduction and synergistic follow-on acquisitions.



Companies with Potential for Strong Free Cash Flow
Generation. We will seek to acquire one or more
businesses that have the potential to generate strong and stable
free cash flow. We will focus on one or more businesses that
have predictable, recurring revenue streams and low working
capital and capital expenditure requirements. We may also seek
to prudently leverage this cash flow in order to enhance
stockholder value.



Business with Experienced and Motivated Management
Teams. We will seek to acquire one or more
businesses with an experienced management team that has a strong
track record, has achieved superior performance and whose
members have a substantial personal economic stake in the
performance of the acquired business. We expect to implement a
management equity incentive plan that will align management of
the acquired business with the interests of our stockholders.

Over 75% of the investments led by members of our management
team have been in businesses in the consumer products and
specialty retail sectors, including The Meow Mix Company, a
manufacturer and distributor of premium cat food; Sunny Delight
Beverages Co., a producer of juice beverages; Bass Pro Shops,
Inc., a fishing and hunting goods retailer; Brookstone, Inc., a
specialty retailer and product development company; American
Safety Razor Company, a manufacturer of personal care products;
Personal Care Group, Inc., a branded personal care products
company with brands including Chubs, Wet Ones, Binaca, and
Mr. Bubble; Beltone Electronics Corporation, a manufacturer
and distributor of hearing instruments; Pinnacle Foods Group
Inc., a producer and marketer of branded frozen and dry foods
with brands including Duncan Hines, Aunt Jemima, Vlasic and
Lenders; and Esselte Ltd., a manufacturer and marketer of
filing and workspace products with brands including Pendaflex,
Oxford and Leitz. Prior to founding J.W. Childs, Mr. Childs
served as Senior Managing Director of the Thomas H. Lee Company,
a private equity firm, and led the teams investing in Snapple
Beverage Corp., a producer of beverages, and Ghirardelli
Chocolate Company, a producer of chocolate products.

Over the course of their careers, the members of our management
team have developed a broad network of contacts and corporate
relationships that have served as an extremely useful source of
investment opportunities. This network has been developed
through:

the reputation of our management team for integrity and fair
dealing with sellers, financing sources and target management
teams; and



the experience of our management team in executing transactions
under varying economic and financial market conditions.

This network has provided our management team with a flow of
referrals that has resulted in numerous transactions which were
proprietary or where a limited group of investors were invited
to participate in the sale process. We believe that the network
of contacts and relationships of our management team will
provide us with an important source of investment opportunities.
In addition, we anticipate that target business candidates will
be brought to our attention from various unaffiliated sources,
including investment market participants, private equity funds
and large business enterprises seeking to divest non-core assets
or divisions.

Our management team has broad experience acquiring businesses
from a wide variety of sellers in different transaction
structures, including, the acquisition of brands or divisions
from larger companies selling non-core or under performing
businesses (The Meow Mix Company and Sunny Delight Beverages
Co.), the acquisition of family-owned businesses (Beltone
Electronics Corporation and Snapple Beverages Corp.), the
acquisition of publicly-owned companies (American Safety Razor
Company and Esselte Ltd.), and the acquisition of businesses
from private equity firms (Pinnacle Foods Group Inc. and
Advantage Sales and Marketing, Inc.). Additionally, the
operating expertise of our management team has enabled
J.W. Childs to pursue acquisitions of businesses where
brands were being acquired with limited continuing management or
with management succession issues for family run and controlled
businesses.

As a result of the acquisition and management of over 40
businesses during the past 20 years, Mr. Childs and
the other members of our management team have developed
substantial expertise in operating middle market growth
businesses. Members of our management team have been responsible
for the implementation of the business plan for portfolio
companies and have worked closely with management on a variety
of business and strategic initiatives, including operational
improvements, brand strategies, increasing productivity, expense
reduction, personnel, new market opportunities and acquisitions.
Additionally, our Vice Chairman and Executive Vice President,
William Watts, and our Vice Presidents, Raymond Rudy and Arthur
Byrne have served as chief executive officers of multiple
businesses and have served as operating partners of J.W. Childs,
providing direct and active management expertise for many of the
J.W. Childs portfolio companies. As operating partners
Messrs. Watts, Rudy and Byrne have been involved in all
aspects of selecting investments, including sourcing investment
opportunities and due diligence, and have taken direct
responsibility for the implementation of the business plans by
serving as interim executives or chairman of the board of many
of the J.W. Childs portfolio companies.

Our officers and directors are not required to commit their full
time to our affairs and, accordingly, they may have conflicts of
interest in allocating their time among various business
activities. In the course of their other business activities,
our officers and directors may become aware of investment and
business opportunities that may be appropriate for presentation
to our company as well as the other entities with which they are
affiliated. To the extent any of our executive officers or any
of our directors identifies an opportunity for a potential
business combination equally suitable for us and another entity
to which such person has a fiduciary duty or pre-existing
contractual obligation to present such opportunity, such
executive officer

or director will first give such opportunity to such other
entity or entities, and he or she will only present such
opportunity to us to the extent such other entity or entities
first reject or are unable to pursue such opportunity. Each of
our officers and directors currently have fiduciary duties or
contractual obligations which may take priority over their
duties to us. Please refer to ManagementConflicts of
Interest for a more detailed discussion of such conflicts.

Although we intend to focus on identifying acquisition
opportunities in the consumer products and specialty retail
sectors and we will not initially actively seek to identify
acquisition opportunities in other sectors, in the event that an
opportunity is presented to us in another sector we may consider
pursuing that opportunity if we conclude that it represents an
attractive investment opportunity. Additionally, if we are
unable to identify an acquisition opportunity that we deem to be
attractive in the consumer products or specialty retail sectors
after having expended a reasonable amount of time and effort to
identify such a candidate, we may then decide to more actively
seek opportunities in other sectors. At present, we are not able
to ascertain (i) what opportunities, if any, in sectors
outside of the consumer products or specialty retail sectors may
be presented to us, (ii) how much time and effort we may
expend prior to determining that we may not be able to identify
favorable investment opportunities in the consumer products or
specialty retail sectors or (iii) which other sectors we
may choose to examine with the objective of identifying a
favorable investment opportunity. In the event we elect to
pursue an investment outside of the consumer products and
specialty retail sectors, we expect that our management, in
conjunction with our board of directors, will engage in
discussions to identify, based upon their respective familiarity
with the business climate in general and specific industries in
particular, one or more other sectors which are likely to
include a significant number of companies which would be
attractive acquisition opportunities. In the event we elect to
pursue an investment outside of the consumer products and
specialty retail sectors the information contained herein
regarding the consumer products and specialty sectors would not
be relevant to an understanding of the business that we elect to
acquire.

Our business combination must be with one or more businesses
whose fair market value, individually or collectively, is equal
to at least 80% of the balance in the trust account (less the
deferred underwriting discount, taxes payable and amounts
disbursed to us for working capital purposes) at the time of
such business combination. In the event we structure our
business combination to acquire only a portion (less than 100%)
of the equity interests of the target business, we do not intend
to acquire less than a controlling interest, which would be
greater than 50% of the voting securities of the target
business. If we acquire only a controlling interest in a target
business or businesses, the portion of such business or
businesses that we acquire must have a fair market value,
individually or collectively, equal to at least 80% of the
balance in the trust account (less the deferred underwriting
discount, taxes payable and amounts disbursed to us for working
capital purposes) at the time of the acquisition. We do not
intend to become a holding company for a minority interest in a
target business in our business combination. The fair market
value of a target business or businesses, or portions thereof,
will be determined by our board of directors based upon
standards generally accepted by the financial community,
including discounted cash flow analysis as well as the analysis
of comparable companies and transactions, and, except in the
case of a related party acquisition, we will not be required to
obtain an independent valuation or fairness opinion.
Accordingly, prior to 24 months (or 30 months, if our
stockholders approve an extension) following the completion of
this offering, we will seek to consummate our business
combination with a business or businesses, or portions thereof,
whose fair market value is equal to at least approximately
$151,920,000, assuming no exercise of the underwriters
over-allotment option. The target business or businesses that we
acquire may have a collective fair market value substantially in
excess of 80% of the net assets held in trust (net of taxes and
amounts disbursed to us for working capital purposes and
excluding the amount of the underwriters deferred discount
held in trust) at the time of the business combination. In order
to consummate such a business combination, we may issue a
significant amount of our debt or equity

securities to the sellers of such business or businesses
and/or seek
to raise additional funds through an offering of debt or equity
securities or borrowings under a credit facility. If we issue
equity securities in order to consummate a business combination,
our stockholders prior to the business combination could end up
owning a minority of the voting
and/or
equity interests of the surviving company after giving effect to
the business combination. The actual amount of consideration
which we will be able to pay for our business combination will
depend on (i) whether we choose, or are able, to pay a
portion of the business combination consideration with shares of
our common stock, (ii) if we are able to finance a portion
of the consideration with debt or other equity financing, and
(iii) the number of shares of our common stock that are
converted into a pro rata share of the amount then on deposit in
the trust account as described below under The
OfferingConversion rights for public stockholder voting to
reject our business combination. No financing arrangements
have been entered into or contemplated with any party to raise
any additional funds, whether through the sale of securities or
otherwise, that we may need if we decide to consummate our
business combination for consideration in excess of our
available assets at the time of the consummation of such
business combination.

If we are unable to consummate our business combination within
24 months (or 30 months if our stockholders approve an
extension) following completion of this offering our corporate
existence will cease and we will implement our liquidation plan,
which will include distribution of the proceeds held in the
trust account to our public stockholders. We will pay the costs
of liquidation from our remaining assets outside of the trust
account. If such funds are insufficient, we may request from the
trustee up to $125,000 of income earned on the trust account to
pay for liquidation costs and expenses.

We are a Delaware corporation formed on February 7, 2008.
Our offices are located at 111 Huntington Avenue,
Suite 2900, Boston, Massachusetts 02199 and our telephone
number is
(617) 753-1100.

We have issued an aggregate of 5,750,000 initial units, which
after giving effect to this offering and the full exercise of
the underwriters over-allotment option, would equal 20% of
our aggregate issued and outstanding units. Our sponsor will
forfeit up to an aggregate of 750,000 initial units in the event
that the underwriter does not fully exercise its over-allotment
option. Our sponsor will forfeit only such number of initial
units sufficient to cause the amount of issued and outstanding
initial units to equal 20% of the aggregate amount of our issued
and outstanding units after giving effect to this offering and
the exercise, if any, of the underwriters over-allotment
option. For purposes of this summary, we assume that the
underwriter will not exercise its over-allotment option and
therefore present the amount of initial securities outstanding
after giving effect to the forfeiture of 750,000 initial
units.

In making your decision on whether to invest in our
securities, you should carefully consider the risks set forth in
the section entitled Risk Factors beginning on
page 38 of this prospectus. In making your decision on
whether to invest in our securities, you should take into
account not only the backgrounds of our officers and directors,
but also the special risks we face as a development stage
company and the fact that you will not be entitled to
protections normally afforded to investors in blank check
offerings conducted in compliance with Rule 419 under the
Securities Act.

Securities offered

20,000,000 units, at $10.00 per unit, each unit consisting
of:

 one share of our common stock; and

 one warrant to purchase one share of our
common stock.

Trading commencement andseparation of common stock
andwarrants

The units being sold in this offering will begin trading on or
promptly after the date of this prospectus. The common stock and
warrants included in these units will begin trading separately
five business days (or as soon as practicable thereafter)
following the earlier to occur of the expiration of the
underwriters over-allotment option and the exercise of
such option in full, subject to our having filed the current
report on
Form 8-K
described below and having issued a press release announcing
when such separate trading will begin. Following the date the
common stock and warrants are eligible to trade separately, the
units will continue to be listed for trading, and any security
holder may elect to break apart a unit and trade the common
stock or warrants separately or as a unit. Even if the component
parts of the units are broken apart and traded separately, the
units will continue to be listed as a separate security, and
consequently, any subsequent security holder owning common stock
and warrants may elect to combine them together and trade them
as a unit. Security holders will have the ability to trade our
securities as units until such time as the warrants expire or
are

redeemed. Although we will not distribute copies of the
Form 8-K
to individual unit holders, it will be available on the
SECs website (www.sec.gov) after it is filed.

In no event will separate trading of the common stock and
warrants included in the units being sold in this offering
commence until we have filed an audited balance sheet on a
current report on
Form 8-K
with the SEC reflecting our receipt of the net proceeds of this
offering and the proceeds of the sale of the private placement
warrants and have issued a press release announcing when
separate trading will begin. We will file a current report on
Form 8-K
with the SEC, including an audited balance sheet, promptly after
the completion of this offering, which is anticipated to take
place four business days after the date of this prospectus. The
audited balance sheet will include the net proceeds we receive
from the underwriters exercise of their over-allotment
option, if any portion of the over-allotment option is exercised
prior to the filing of the current report on
Form 8-K,
and, if any portion of such over-allotment option is exercised
by the underwriter after such time, we will file an additional
current report on
Form 8-K
that includes a balance sheet reflecting our receipt of the net
proceeds from the underwriters exercise of their
over-allotment option. For more information, see the section in
this prospectus entitled Description of
SecuritiesUnits.

Number of
securities to be outstanding

Prior to this

After this

Offering (1)

Offering (1)

Units

5,000,000

25,000,000

Common stock

5,000,000

25,000,000

Warrants (2)

10,000,000

30,000,000

(1)

Assumes the over-allotment option
has not been exercised by the underwriter and an aggregate of
750,000 initial units (or related initial shares and initial
warrants) have been forfeited by our existing holders.

(2)

Includes 5,000,000 private
placement warrants.

Warrants

Exercisability

Each warrant is exercisable for one share of common stock.

Exercise price

$7.00 per share.

Exercise period

The warrants included in the units being sold in this offering
will become exercisable on the later of the consummation of our
business

combination on the terms described in this prospectus
and ,
2009 [one year from the date of this prospectus], unless
the warrants have previously expired. The warrants will be
exercisable only if an effective registration statement under
the Securities Act covering the shares of common stock issuable
upon exercise of the warrants is effective and a current
prospectus relating to the shares of common stock issuable upon
exercise of the warrants is available.

The warrants will expire five years from the date of this
prospectus at 5:00 p.m., New York City time,
on ,
2013 [five years from the date of this prospectus], or
earlier upon redemption by us.

Redemption

We may redeem the warrants included in the units being sold in
this offering at any time after the warrants become exercisable:

 in whole and not in part;

 at a price of $0.01 per warrant;

 upon a minimum of 30 days
prior written notice of redemption; and

 only if (x) the closing price of
our common stock on the AMEX, or other national securities
exchange on which our common stock may be traded, equals or
exceeds $13.75 per share for any 20 trading days within a 30
trading-day
period ending three business days before we send the notice of
redemption, (y) a registration statement under the
Securities Act covering the shares of common stock issuable upon
exercise of the warrants is effective from the date on which we
send a redemption notice to and including the redemption date,
and (z) a current prospectus relating to the shares of
common stock issuable upon exercise of the warrants is available
from the date on which we send a redemption notice to and
including the redemption date.

We established the last criterion to provide warrant holders
with the opportunity to realize a premium to the warrant
exercise price prior to the redemption of their warrants, as
well as to provide them with a degree of liquidity to cushion
the market reaction, if any, to our election to redeem the
warrants. If the above conditions are satisfied and we call the
warrants for redemption, the warrant

holders will then be entitled to exercise their warrants before
the date scheduled for redemption. However, there can be no
assurance that the price of our common stock will not fall below
the $13.75 per share trigger price or the $7.00 per share
warrant exercise price after the redemption notice is delivered.
We may redeem the outstanding warrants in our sole discretion if
the above conditions are satisfied, without the consent of the
underwriter, our stockholders or any other party.

If we call the warrants included in the units being sold in this
offering for redemption as described above, we will have the
option to require all holders that wish to exercise such
warrants to do so on a cashless basis. Exercising
warrants on a cashless basis means that, in lieu of
paying the exercise price in cash, the holder would forfeit a
number of shares underlying the warrants being exercised with a
fair market value (as defined below) equal to the aggregate
exercise price and the holder will therefore receive fewer
shares than the holder would otherwise have received upon
exercise of those warrants. In such cases, assuming a holder
elects to exercise all of his, her or its warrants, such holder
would pay the exercise price by surrendering the
warrants for that number of shares of common stock equal to the
quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the warrants multiplied by
the difference between the exercise price of the warrants and
the fair market value (defined below) by
(y) the fair market value. The fair market
value shall mean the average reported closing price of our
common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent
to the holders of warrants. Such warrants may not be settled on
a cashless basis unless they have been called for redemption and
we have required all such warrants to be settled on that basis.
For example, if the fair market value of the common stock were
$15.00, a holder of 100 warrants would pay the exercise price by
surrendering the 100 warrants in exchange for a number of shares
calculated as follows:
(100 x ($15.00−$7.00))/$15.00 = 54 shares.

No fractional shares of common stock will be issued upon
exercise of the warrants. If, upon

exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round
up to the nearest whole number the number of shares of common
stock to be issued to the warrant holder.

Proposed AMEX symbols for our securities

Units

Common Stock

Warrants

Offering proceeds to be held in thetrust account

$196,900,000 of the net proceeds from this offering and the
proceeds from the sale of the private placement warrants
(approximately $9.85 per unit), or $225,850,000 (or
approximately $9.82 per unit if the underwriters
over-allotment option is exercised in full), will be placed in a
trust account maintained by Continental Stock
Transfer & Trust Company, acting as trustee,
pursuant to an agreement to be signed prior to the date of this
prospectus. Of the proceeds held in the trust account, up to
$7,000,000 (or $8,050,000 if the underwriters
over-allotment option is exercised in full) representing the
deferred underwriting discount will be paid to the underwriter
upon consummation of our business combination. The proceeds held
in the trust account will not be released until the earlier of
(x) the consummation of our business combination on the
terms described in this prospectus or (y) our liquidation,
except to our public stockholders who have exercised conversion
rights in connection with an extension of the period within
which we may consummate our business combination.

Notwithstanding the foregoing, the following amounts may be
released to us from the trust account prior to such time:
(i) interest income earned on the trust account balance to
pay any taxes ; and (ii) interest income earned, after
taxes payable, on the trust account of up to $3,000,000, subject
to adjustment in the case of an increase in the size of this
offering other than in connection with the exercise by the
underwriter of its over-allotment option, to fund our working
capital requirements, including, in such an event, the costs of
our liquidation. See Use of Proceeds. All remaining
proceeds held in the trust account,

including interest income earned, after taxes payable, on the
trust account, will be available for our use in consummating our
business combination and for payment of the deferred
underwriting discount or will be released to public stockholders
upon (i) their exercise of conversion rights or
(ii) their becoming entitled to receive liquidating
distributions upon our liquidation (less up to $125,000 of
income earned on the trust account to pay for liquidation costs
and expenses). Accordingly, unless and until our business
combination is consummated, the proceeds held in the trust
account will not be available for our use for any expenses
related to this offering or any expenses which we may incur
related to the investigation and selection of a target business
or the negotiation of an agreement to consummate our business
combination, including to make a down payment or deposit or fund
a lock-up or
no-shop provision with respect to a potential
business combination, except interest income earned, after taxes
payable, on the trust account of up to $3,000,000, subject to
adjustment, as described above. We may not use all of the funds
then in the trust account in connection with our business
combination, in which case such funds will constitute working
capital for our business after consummation of such business
combination.

The funds in the trust account may be invested in United States
government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as
amended, which we refer to as the Investment Company Act, having
a maturity of 180 days or less or in money market funds
meeting certain conditions under
Rule 2a-7
promulgated under the Investment Company Act.

Initial securities

On February 22, 2008, our sponsor purchased 5,750,000 of
our units from us for an aggregate purchase price of $25,000 in
cash, or approximately $0.004 per unit, in a private placement.
Each unit so purchased by our sponsor consists of one share of
common stock and one warrant to purchase one share of common
stock. Subsequently, our independent directors purchased an
aggregate
of shares
of our common stock from our sponsor at cost. These initial
securities are identical to the units, and the component

shares of common stock and warrants, being sold in this
offering, except that:

 the existing holders are subject to the
transfer restrictions described below;

 the initial units are immediately
separable into initial shares and initial warrants;

 the existing holders have agreed to vote
their initial shares in the same manner as a majority of the
shares of our common stock are voted by our public stockholders
in connection with the vote required to approve our business
combination or any extension of our corporate existence to up to
30 months and will not be able to exercise conversion
rights with respect to their initial shares;

 the existing holders have agreed to
waive their rights to participate in any liquidating
distribution with respect to their initial shares if we fail to
consummate our business combination;

 the initial warrants will not be
redeemable by us so long as they are held by existing holders or
their permitted transferees;

 the initial warrants will not be
exercisable unless and until the closing price of our common
stock equals or exceeds $13.75 per share for any 20 trading days
within a 30
trading-day
period beginning 90 days after the consummation of our
business combination; and

 the initial warrants will be exercisable
at the option of the holder on a cashless basis so long as they
are held by the existing holders or their permitted transferees.

Because the initial warrants included in the sponsor units were
originally issued pursuant to an exemption from registration
requirements under the federal securities laws, the holders of
such warrants will be able to exercise their warrants even if,
at the time of exercise, a prospectus relating to the common
stock issuable upon exercise of such warrants is not available.

Of the 5,750,000 initial units, up to 750,000 units (or
related shares of common stock and warrants) will be forfeited
to us to the extent that the underwriter do not fully exercise
its over-allotment option. After giving

effect to such forfeiture and assuming no purchase of additional
units in this offering, the initial shares owned by our existing
holders will represent 20% of the total number of shares of our
common stock outstanding after completion of this offering. If
we determine that the size of the offering should be increased
or decreased from the size set forth in this prospectus, a stock
dividend, a reverse stock split or other adjustment, as
applicable, would be effectuated in order to maintain our
existing holders ownership percentage at 20% of the total
number of shares of our common stock outstanding upon completion
of this offering.

The existing holders have agreed not to sell or otherwise
transfer any of their initial securities (including the shares
of common stock to be issued upon exercise of the initial
warrants) to any person other than a permitted transferee, until
180 days after the date of the consummation of our business
combination, unless, after our business combination, we
consummate a subsequent merger, capital stock exchange, stock
purchase, asset acquisition, reorganization or other similar
transaction which results in all of our stockholders having the
right to exchange their shares of our common stock for cash,
securities or other property.

Notwithstanding the foregoing, the existing holders will be
permitted to transfer their initial securities (including the
shares of common stock to be issued upon exercise of the initial
warrants) to permitted transferees who agree in writing to be
bound by the transfer restrictions applicable to the securities,
agree to vote their initial shares in the same manner that the
majority of the shares of our common stock are voted by our
public stockholders in connection with our business combination
and waive any rights to participate in any liquidation
distribution with respect to their initial shares if we fail to
consummate our business combination.

Permitted transferees of a holder means:

 the company and our officers, directors
and employees;

 the officers, directors and employees of
our sponsor, J.W. Childs, Sawaya Segalas, or any of their
affiliates;

 family members of the holder or a trust
or other estate planning vehicle for the benefit of such family
members or a charitable organization;

 transferees pursuant to a qualified
domestic relations order or by virtue of laws governing descent
or distribution upon the death of a holder; and

 any stockholder, partner, member,
officer, director, employee or other affiliate of a holder.

Private placement warrants

John W. Childs and our officers and directors (other than
independent directors) or their affiliates have agreed to
purchase an aggregate of 5,000,000 private placement warrants
from us at a price of $1.00 per warrant for an aggregate
purchase price of $5,000,000 in a private placement immediately
prior to the completion of this offering.

The proceeds from the sale of the private placement warrants
will be held in the trust account pending consummation of our
business combination on the terms described in this prospectus.
If we do not consummate a business combination, then the
purchase price of the private placement warrants will become
part of any liquidating distribution to our public stockholders
following our liquidation and dissolution and the private
placement warrants will expire worthless.

The private placement warrants to be purchased will be identical
to the warrants included in the units being sold in this
offering, except that so long as such warrants are held by the
original purchasers or their permitted transferees, the private
placement warrants may be exercisable at the option of the
holder on a cashless basis and are not subject to redemption by
us.

The purchasers of the private placement warrants have agreed not
to transfer or sell any of the private placement warrants until
after we have consummated our business combination; provided
that transfers may be made to permitted transferees who agree in
writing to be bound by such transfer restrictions.

Purchase Commitment

Prior to the closing of this offering, John W. Childs and
our officers and directors (other than independent directors) or
their affiliates will enter into an agreement with Deutsche Bank
Securities Inc. in accordance with

Rule 10b5-1
under the Exchange Act, pursuant to which they will agree to
place limit orders for up to an aggregate of $15,000,000 of our
common stock commencing two business days after we file a
preliminary proxy statement relating to our business combination
and ending on the business day immediately preceding the record
date for the meeting of stockholders at which such business
combination is to be approved, or earlier in certain
circumstances. The limit orders will require John W. Childs and
our officers and directors (other than independent directors) or
their affiliates to purchase, on a pro rata basis, any of our
shares of common stock offered for sale at or below a price
equal to the per-share value of the funds in the trust account
as of the date of our most recent annual report on
Form 10-K
or quarterly report on
Form 10-Q,
as applicable, filed prior to such purchase. The purchase of
such shares will be made by Deutsche Bank Securities Inc. or
another broker dealer mutually agreed upon by such firm and John
W. Childs. These purchases will be made in accordance with the
guidelines of
Rule 10b5-1
under the Exchange Act and so as to satisfy the conditions of
Rule 10b-18
under the Exchange Act whether or not it is available, and will
otherwise be subject to applicable law. John W. Childs and our
officers and directors (other than independent directors) or
their affiliates will agree to vote all shares of common stock
purchased pursuant to such limit orders in favor of our business
combination and in favor of an extension of our corporate
existence to up to 30 months from the date of this
prospectus in the event we have entered into a definitive
agreement for, but have not yet consummated, our business
combination. As a result, John W. Childs and our officers and
directors (other than independent directors) or their affiliates
may be able to influence the outcome of our business combination
or a proposed extension. John W. Childs and our
officers and directors (other than independent directors) or
their affiliates will not be permitted to exercise conversion
rights with respect to any shares of common stock purchased
pursuant to such limit orders but will

participate in any liquidating distribution with respect to such
shares.

Any portion of the $15,000,000 not used for open market
purchases of common stock will be applied to the purchase of
units from us by John W. Childs and our officers and directors
(other than independent directors) or their affiliates , at a
price of $10.00 per unit, immediately prior to the consummation
of our business combination. These co-investment units to be
purchased by John W. Childs and our officers and directors
(other than independent directors) or their affiliates will be
identical to the units being sold in this offering except that
so long as the warrants included in the co-investment units are
held by John W. Childs and our officers and directors (other
than independent directors) or their affiliates or their
permitted transferees, such warrants may be exercisable at the
option of the holder on a cashless basis and are not subject to
redemption by us.

The proceeds of the sale of the co-investment units will not be
deposited into the trust account and will not be available for
distribution to our public stockholders in the event of a
liquidation of the trust account, or upon conversion of shares
held by public stockholders.

John W. Childs and our officers and directors (other than
independent directors) or their affiliates will agree not to
sell or transfer any shares of common stock or co-investment
units (including the securities underlying or issuable upon
exercise of such securities) purchased pursuant to this
commitment until 180 days after the consummation of our
business combination; provided, that, transfers may be made to
permitted transferees who agree in writing to be bound by such
transfer restrictions.

Escrow of the securities of ourexisting holders

Upon completion of this offering, the initial securities and the
private placement warrants will be placed into an escrow account
maintained by Continental Stock Transfer &
Trust Company, acting as escrow agent pursuant to an escrow
agreement. These securities will not be released from escrow
until the expiration of the applicable transfer restrictions.

The holders of initial units and co-investment units (including
the common stock and warrants comprising such units and the
common stock issuable upon exercise of those warrants), private
placement warrants (including the shares of common stock
issuable upon exercise of those warrants) and shares of common
stock purchased by John W. Childs and our officers and directors
(other than independent directors) or their affiliates pursuant
to their purchase commitment will be entitled to registration
rights after the expiration of the applicable transfer
restrictions.

Conditions to consummating ourbusiness combination

Our business combination must occur with one or more target
businesses that have a fair market value, individually or
collectively, of at least 80% of the balance in the trust
account (excluding the deferred underwriting discount of
$7,000,000 (or $8,050,000 if the underwriters
over-allotment option is exercised in full and after taxes
payable)) at the time of such business combination. We will not
consider any business combination that does not meet such
criteria.

Pursuant to our certificate of incorporation, we will seek
stockholder approval to consummate our business combination,
even if the nature of the acquisition would not ordinarily
require stockholder approval under applicable state law. We view
this requirement as an obligation to our stockholders and
neither we nor any of our executive officers or directors will
recommend or take any action to amend or waive this provision in
our certificate of incorporation. In connection with any vote
required for our business combination, our existing holders have
agreed to vote all initial shares of common stock owned by them
in the same manner that the majority of the shares of common
stock offered hereby are voted by our public stockholders and,
as a result, will not have any conversion rights. Our existing
holders have also agreed that if they acquire shares of common
stock in or following completion of this offering (including the
shares of common stock purchased in the open market pursuant to
the purchase commitment) they will vote all such acquired shares
in favor of our business combination. As a result, they will not
have any conversion rights attributable to their shares of our

common stock in the event that a business combination is
approved by our stockholders as described below and consummated.
We will proceed with our business combination only if:

 a majority of the shares of our common
stock voted by the public stockholders are voted in favor of the
business combination;

 public stockholders owning up to one
share less than 40% of the shares of common stock included in
the units being sold in this offering cumulatively vote against
our business combination or an extension of the time period
within which we must consummate our business combination and
exercise their conversion rights as described below; and

 a majority of all of our outstanding
shares of common stock are voted in favor of an amendment to our
certificate of incorporation to provide for our perpetual
existence as described below.

If the business combination is not approved by our stockholders,
we may continue to try to consummate a business combination with
a different target business until 24 months from the
completion of this offering, or 30 months if our
stockholders approve an extension, as described below. It is our
intention to structure and consummate a business combination in
which public stockholders owning up to one share less than 40%
of the total number of shares of common stock included in the
units being sold in this offering may exercise their conversion
rights and the business combination would still go forward and
be consummated. We may not amend or waive this 40% threshold
without the unanimous vote of the holders of our outstanding
shares of common stock. We view this threshold, which will be
set forth in our certificate of incorporation, as an obligation
to our stockholders and neither we nor our executive officers or
directors will recommend or take any action to lower this 40%
threshold or waive this requirement.

Possible extension of time toconsummate a
businesscombination to up to30 months

Unlike most other blank check companies, if we have entered into
a definitive agreement

relating to a business combination within 24 months
following the consummation of this offering (and if we
anticipate that we may not be able to consummate a business
combination within the
24-month
period), we may seek up to a six-month extension to complete our
business combination by calling a meeting of our stockholders
for the purpose of soliciting their approval to amend our
certificate of incorporation to give effect to such extension.
Approval of any extension will require the affirmative vote of
the holders of a majority of our outstanding shares of common
stock.

In connection with the vote required for any such extension, our
existing holders have agreed, and their permitted transferees
will agree, to vote the shares of common stock included in the
initial units in accordance with the majority of the shares of
common stock voted by the public stockholders. Our existing
holders have also agreed, and their permitted transferees will
agree, to vote all shares of common stock acquired in or
following completion of this offering (including the shares of
common stock purchased in the open market pursuant to the
purchase commitment) in favor of an extension of our corporate
existence to up to 30 months.

Any public stockholders voting against the proposed extension
will be eligible to convert their shares into a pro rata share
of the trust account if we effect the extension. However, we
will not effect the extension if holders of 40% or more of the
shares sold in this offering vote against the proposed extension
and elect to convert their shares into their pro rata share of
our trust account. In such event, if we cannot complete our
business combination within the original
24-month
period to be set forth in our certificate of incorporation, we
will liquidate.

If we receive stockholder approval for the extended period and
conversion rights are not exercised with respect to 40% or more
of the shares sold in this offering in connection with the vote
for the extended period, we will then have an additional period
of up to six months in which to consummate the business
combination. We will still be required to seek stockholder
approval before completing our business combination if it was
not obtained

earlier, even if the business combination would not ordinarily
require stockholder approval under applicable law. As a result
of an approval of the extended period, we may be able to hold
the funds in the trust account for up to 30 months.

A stockholders election to convert its shares in
connection with the vote on the extended period will only be
honored if the extended period is approved.

Stockholders who vote against the extended period and exercise
their conversion rights may vote on the business combination if
such business combination was not previously approved by the
stockholders and such stockholders continue to own shares of
common stock or acquire new shares through open market purchases
or otherwise.

Public stockholders who cause us to convert their shares into
their pro rata share of the trust account will still have the
right to exercise the warrants that they received as part of the
units.

If, following approval of the extension, at the end of the
extended period of up to 30 months we have not effected a
business combination, our corporate existence will automatically
cease without the need for a stockholder vote.

Public stockholders voting against our business combination will
be entitled to elect to convert their shares of our common stock
into cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account (including the amount held
in the trust account representing the deferred portion of the
underwriting discount) (initially approximately $9.85 per share,
or approximately $9.82 per share if the underwriters
over-allotment option is exercised in full), including any
interest income earned on their pro rata share (after taxes
payable on such interest income and after release of up to
$3,000,000 of interest income earned, subject to adjustment,
after taxes payable, to fund working capital requirements), only
if our business combination is approved and consummated. Public
stockholders who convert their shares of our common stock into a
pro rata share of the trust account will continue to have the
right to exercise any warrants they

may hold. None of our existing holders or their permitted
transferees will have any conversion rights with respect to
shares of our common stock held by them. This conversion could
have the effect of reducing the amount distributed to us from
the trust account upon consummation of a business combination by
up to approximately $78,799,990 (assuming conversion of the
maximum of up to 7,999,999 of the eligible shares of our common
stock) (or up to approximately $90,343,990 assuming the
underwriters over-allotment option is exercised in full).
We intend to structure and consummate any potential business
combination in a manner such that our public stockholders
holding up to 7,999,999 (or 9,199,999 assuming the
underwriters over-allotment option is exercised in full)
of our shares of common stock voting against our business
combination could convert their shares to cash equal to their
pro rata share of the aggregate amount then on deposit in the
trust account, and such business combination could still go
forward.

Notwithstanding the foregoing, a public stockholder, together
with any affiliate or any other person with whom the public
stockholder is acting in concert or as a group
(within the meaning of Section 13(d)(3) of the Exchange
Act), will be restricted from seeking conversion rights with
respect to more than 10% of the shares of common stock included
in the units being sold in this offering. Such a public
stockholder would still be entitled to vote against a proposed
business combination with respect to all shares owned by him,
her or its affiliates. We believe this restriction will prevent
stockholders from accumulating large blocks of common stock
before the vote held to approve a proposed business combination
and attempting to use their conversion rights as a means to
force us or our management to purchase their stock at a
significant premium to the then-current market price. Absent
this provision, for example, a public stockholder who owns 15%
of the shares of common stock included in the units being sold
in this offering could threaten to vote against a proposed
business combination and seek conversion, regardless of the
merits of the transaction, if the shares are not purchased by us
or our management at a premium to the then-current market price
(or if management

refuses to transfer to the public stockholder some of the
shares). By limiting each public stockholders ability to
convert only up to 10% of the shares of common stock included in
the units being sold in this offering, we believe we have
limited the ability of a small group of public stockholders to
unreasonably attempt to block a transaction which is favored by
our other public stockholders. However, we are not restricting
the public stockholders ability to vote any or all of
their shares against the proposed business combination.

Procedure for exercising conversion rights

An eligible stockholder may request conversion at any time after
the mailing to our stockholders of the proxy statement and no
later than the business day immediately preceding the vote taken
with respect to a proposed business combination or an extension
of the time period within which we must complete our business
combination at a meeting held for that purpose, but the request
will not be granted unless the stockholder votes against the
business combination or an extension of the time period within
which we must complete our business combination and the business
combination is approved and consummated. In addition, at our
option, we may require that, no later than the business day
immediately preceding the vote on the business combination, the
eligible stockholder must present written instructions to our
transfer agent stating that the stockholder wishes to convert
the shares of our common stock held by such stockholder into a
pro rata share of the trust account and confirming that the
stockholder has held those shares since the record date and will
continue to hold them through the stockholder meeting and the
closing of our business combination. We may also require
eligible stockholders to tender their certificates to our
transfer agent or to deliver their shares to the transfer agent
electronically using The Depository Trust Companys
DWAC (Deposit/Withdrawal At Custodian) System no later than the
business day immediately preceding the vote on the business
combination. Traditionally, in contrast to the requirement for
physical or electronic delivery of shares of common stock prior
to the stockholder meeting, in order to perfect conversion
rights in connection with a blank check companys

business combination, a holder could simply vote against a
proposed business combination and check a box on the proxy card
indicating such holder was seeking to exercise his, her or its
conversion rights. If the business combination was approved, the
company would contact such stockholder to arrange for delivery
of his, her or its stock certificate to verify ownership. As a
result, the stockholder had, in effect, an option
window after the approval of the business combination
during which the stockholder could monitor the price of our
common stock in the market. If the price rose above the
conversion value, the stockholder could sell his, her or its
shares in the open market instead of actually delivering shares
to us for cancellation in consideration for the conversion
value. Thus, we would not have any ability to enforce the
exercise of conversion rights effected at the time the business
combination was approved, and the conversion rights would
eventually be continuing rights surviving beyond the approval of
the business combination until the converting holder delivered
the stock certificate for conversion at the conversion value.
The requirement for physical or electronic delivery of shares of
common stock prior to the stockholder meeting serves two
purposes. First, it ensures that a stockholders election
to exercise his, her or its conversion rights is irrevocable
once the business combination is approved. Second, it ensures
that we know the amount of proceeds that we will be able to use
to consummate the business combination prior to the consummation
of the business combination. There is a nominal cost associated
with the above referenced tendering process and the act of
certificating the shares or delivering them through the DWAC
system. The transfer agent will typically charge the tendering
broker approximately $35 and it would be up to the broker
whether or not to pass this cost on to the converting
stockholder.

The proxy soliciting materials that we will furnish to
stockholders in connection with the vote for any proposed
business combination will indicate whether we are requiring
stockholders to satisfy such certification and delivery
requirements. Accordingly, stockholders will have from the time
we send out our proxy statement up until the business day

immediately preceding the vote on the business combination to
deliver their shares if they elect to exercise their conversion
rights. This time period varies depending on the specific facts
of each transaction. However, because the delivery process is
within the stockholders control and, so long as the
stockholder holds the securities in street name
through a broker-dealer (rather than holding physical
certificates registered in the stockholders name) and
delivers those securities electronically, we believe that
delivery can usually be accomplished by the stockholder in a
relatively short time period simply by contacting the transfer
agent or tendering broker and requesting delivery of the shares
through the DWAC System and that this time period is sufficient
for investors generally. However, because we do not have any
control over the delivery process, it may take significantly
longer than we anticipate and stockholders may not be able to
exercise their conversion rights in time. In particular,
delivery of physical certificates usually takes considerably
longer than electronic delivery. Accordingly, we will only
require stockholders to deliver their certificates prior to the
vote if, in accordance with the AMEXs proxy notification
recommendations, the stockholders receive the proxy soliciting
materials at least 20 days prior to the meeting. See
Risk FactorsRisks Relating to Our Business
CombinationWe may require public stockholders who wish to
convert their shares in connection with a proposed business
combination or extension to comply with specific requirements
for conversion that may make it more difficult for them to
exercise their conversion rights prior to the deadline for
exercising their rights.

Any request for conversion, once made, may be withdrawn at any
time prior to the vote taken with respect to a proposed business
combination at the meeting held for that purpose. Furthermore,
if a stockholder delivers a certificate for conversion and
subsequently withdraws the request for conversion, the
stockholder may simply request that the transfer agent return
the certificate (physically or electronically).

If our business combination is not approved or consummated for
any reason within the required
24-month or
30-month
period, as

applicable, then public stockholders voting against our business
combination who exercised their conversion rights would not be
entitled to convert their shares of common stock for a pro rata
share of the aggregate amount then on deposit in the trust
account. In such a case, if we have required public stockholders
to tender their shares prior to the stockholders meeting,
we will promptly return such shares to the tendering public
stockholder. Voting against the business combination alone will
not result in an election to exercise a stockholders
conversion rights. A stockholder must also affirmatively
exercise such conversion rights no later than the business day
immediately preceding the vote taken with respect to the
proposed business combination.

Certificate of Incorporation

As discussed below, there are specific provisions in our
certificate of incorporation that may be amended only by the
unanimous consent of our stockholders prior to the consummation
of our business combination, including our requirements to seek
stockholder approval of such a business combination or any
extension of the time period within which we must consummate our
business combination and to allow our stockholders to seek
conversion of their shares in accordance with the conditions
specified in this prospectus if they vote against such a
business combination or any extension of the time period within
which we must consummate our business combination. While we have
been advised that such provisions limiting our ability to amend
our certificate of incorporation may not be enforceable under
applicable Delaware law, we view these provisions, which are
contained in Article Sixth of our certificate of
incorporation, as obligations to our stockholders and our
executive officers and directors have agreed that they will not
recommend or take any action to amend or waive these provisions.

Our certificate of incorporation also provides that we will
continue in existence only
until ,
2010,
(or ,
2011 if our stockholders approve an extension). If we have not
consummated a business combination by such date, our corporate
existence will automatically cease except for the purposes of
winding up our affairs and liquidating

pursuant to Section 278 of the Delaware General Corporation
Law. This has the same effect as if our board of directors and
stockholders had formally voted to approve our liquidation
pursuant to Section 275 of the Delaware General Corporation
Law. Accordingly, limiting our corporate existence to a
specified date as permitted by Section 102(b)(5) of the
Delaware General Corporation Law removes the necessity to comply
with the formal procedures set forth in Section 275 (which
would have required our board of directors and stockholders to
formally vote to approve our liquidation and to have filed a
certificate of dissolution with the Delaware Secretary of
State). In connection with any proposed business combination we
submit to our stockholders for approval, we will also submit to
stockholders a proposal to amend our certificate of
incorporation to provide for our perpetual existence, thereby
removing the limitation on our corporate life. We will only
consummate a business combination if stockholders vote both in
favor of such business combination and our amendment to provide
for our perpetual existence. The approval of the proposal to
amend our certificate of incorporation to provide for our
perpetual existence would require the affirmative vote of a
majority of our outstanding shares of common stock. Our existing
holders have agreed, and their permitted transferees will agree,
to vote all of the shares of our common stock purchased by them
in or prior to or after this offering in the secondary market or
otherwise (including the shares of common stock included in any
initial units or units so purchased) in favor of this amendment.
We view this provision terminating our corporate life
by ,
2010
(or ,
2011 if our stockholders approve an extension) as an obligation
to our stockholders and our existing holders have agreed that
they will not recommend or take any action to amend or waive
this provision to allow us to survive for a longer period of
time except upon the consummation of our business combination.

Liquidation if no businesscombination

As described above, if we have not consummated a business
combination
by ,
2010,
(or ,
2011, if our stockholders approve an extension) in accordance
with our certificate of incorporation, our corporate existence
will cease and we will promptly

distribute to our public stockholders the amount in our trust
account (including any interest income (after taxes payable)
then remaining in the trust account less up to $125,000 to pay
for liquidation costs and expenses as described below) plus any
remaining net assets.

We cannot assure you that the per share distribution from the
trust account, if we liquidate, will not be less than
approximately $9.85 (or approximately $9.82 if the
underwriters over-allotment option is exercised in full),
plus interest income earned (after taxes payable) on funds then
held in the trust account for the following reasons:

 Prior to liquidation, pursuant to
Section 281 of the Delaware General Corporation Law, we
will adopt a plan that will provide for our payment, based on
facts known to us at such time, of (i) all existing claims,
(ii) all pending claims and (iii) all claims that may
be potentially brought against us within the subsequent
10 years. Accordingly, we would be required to provide for
any creditors known to us at that time as well as provide for
any claims that we believe could potentially be brought against
us within the subsequent 10 years prior to distributing the
funds held in the trust to our public stockholders. We cannot
assure you that we will properly assess all claims that may be
potentially brought against us. In addition, if we underestimate
claims that may potentially be brought against us, our
stockholders could potentially be liable for any claims of
creditors to the extent of distributions received by them (but
no more).

 Prior to consummating our business
combination, we will seek to have all prospective target
businesses we negotiate with, and all vendors and service
providers (including providers of any financing) we engage,
which we collectively refer to as the contracted
parties, execute agreements with us waiving any right,
title, interest or claim of any kind they may have in or to any
monies held in the trust account. However, there is no guarantee
that the contracted parties will execute these agreements nor is
there any guarantee that, even if such entities execute such

agreements with us, they will not seek recourse against the
trust account or that a court would not conclude that such
agreements are not legally enforceable. J.W. Childs has agreed
that it will be liable to ensure that the proceeds in the trust
account are not reduced by the claims of vendors, service
providers or other entities that are owed money by us for
services rendered or contracted for or products sold to us or by
claims of a prospective target business for fees and expenses of
third parties that we agree in writing to pay in the event we do
not consummate a business combination with such target business.
However, J.W. Childs will have no liability (1) as to any
claimed amounts owed to a contracted party who executed a waiver
(even if such waiver is subsequently found to be invalid and
unenforceable), or (2) as to any claims under our indemnity
of the underwriter of this offering against certain liabilities,
including liabilities under the Securities Act. We cannot assure
you that J.W. Childs will be able to satisfy its indemnification
obligations. Furthermore, there could be claims from parties
that would not be covered by the indemnity from J.W. Childs,
such as stockholders and other claimants who are not parties in
contract with us who file a claim for damages against us.

We expect that all costs associated with implementing our plan
of liquidation as well as payments to any creditors will be
funded from our remaining assets outside of the trust account.
If those funds are insufficient, we may request from the trustee
up to $125,000 of income earned in the trust account to pay for
liquidation costs and expenses.

For more information regarding the liquidation procedures and
the factors that may impair our ability to distribute our
assets, including stockholder approval requirements, or cause
distributions to be less than approximately $9.85 per share,
please see the sections entitled Risk FactorsRisks
Relating to Our Structure as a Development Stage CompanyIf
third parties bring claims against us or if we go bankrupt, the
proceeds held in the trust account could be reduced and the per

share liquidation or conversion price received by our public
stockholders could be less than approximately $9.85 per
share, Risks Relating to Our Business
CombinationUnder Delaware law, the requirements and
restrictions relating to this offering contained in our
certificate of incorporation may be amended, which could reduce
or eliminate the protection afforded to our stockholders by such
requirements and restrictions, Risks
Relating to Our Structure as a Development Stage
CompanyOur stockholders may be held liable for claims by
third parties against us to the extent of distributions received
by them in our liquidation. Any liability may extend well beyond
the third anniversary of the date of distribution because we do
not intend to comply with the procedures set forth in
Section 280 of the Delaware General Corporation Law,
and Proposed BusinessConsummating a Business
CombinationLiquidation if No Business Combination.

Payments to our executive officers,directors and
existingholders

There will be no compensation, fees or other payments paid to
our executive officers, directors or existing holders or any of
their respective affiliates prior to, or for any services they
render in order to effectuate the consummation of, our business
combination other than:

 repayment of a $200,000 interest-free
loan made by J.W. Childs to cover expenses relating to the
offering contemplated by this prospectus;

 payment to J.W. Childs of a monthly fee
of $10,000 for general and administrative services, including
office space, utilities, and secretarial support from the
completion of this offering until the earlier of our
consummation of a business combination and our liquidation; and

 reimbursement of out-of-pocket expenses
incurred by our executive officers and directors and the
officers and employees of J.W. Childs and Sawaya Segalas in
connection with activities on our behalf, such as identifying
and investigating target businesses for our business combination.

Audit Committee

We have established and will maintain an audit committee which
initially will be composed of a majority of independent
directors and will be within one year composed entirely

of independent directors to, among other things, monitor
compliance with the terms described above and the other terms
relating to this offering. If any noncompliance is identified,
then the audit committee will be charged with the responsibility
to immediately take all action necessary to rectify such
noncompliance or otherwise to cause compliance with the terms of
this offering. For more information, see the section entitled
ManagementCommittees of the Board of
DirectorsAudit Committee.

Risks

We are a newly formed company that has conducted no operations
and has generated no revenues. Until we consummate a business
combination, we will have no operations and will generate no
operating revenues. In making your decision whether to invest in
the units being sold in this offering, you should take into
account not only the business experience of our executive
officers and directors, but also the special risks we face as a
blank check company and the risks associated with any industry
that our target business is in, including reliance on our
managements ability to choose an appropriate target
business, either conduct due diligence or monitor due diligence
conducted by others or negotiate a favorable price and other
terms, potential conflicts of interest with our directors and
the substantial influence that our sponsor may exercise over us
and actions to be considered by our stockholders as a result of
ownership of their initial securities. In addition, you will
experience immediate and substantial dilution from the purchase
of the units being sold in this offering. This offering is not
being conducted in compliance with Rule 419 promulgated
under the Securities Act and, therefore, you will not be
entitled to the protections normally afforded to investors in
Rule 419 blank check offerings. Further, our existing
holders initial equity investment is less than that which
is required by the North American Securities Administrators
Association, Inc., and we do not satisfy such associations
Statement of Policy Regarding Unsound Financial Condition. You
should carefully consider these and the other risks set forth in
the section entitled Risk Factors beginning on
page 38 of this prospectus.

The following table summarizes the relevant financial data for
our business and should be read in conjunction with our audited
financial statements, and the notes and schedules related
thereto, which are included in this prospectus. We have not had
any significant operations to date, so only balance sheet data
is presented.

As of March 3, 2008

Balance Sheet Data:

Actual

As Adjusted(1)

Working capital (deficiency)

$

(106,000

)

$

193,024,000

Total assets

355,000

193,024,000

Total liabilities

331,000

Value of common stock which may be converted to cash
(approximately $9.85 per share) (2)

78,799,990

Total stockholders equity

$

24,000

$

114,224,010

(1)

The as adjusted
information gives effect to the sale of the units we are
offering including the application of the related gross
proceeds, the receipt of $5,000,000 from the sale of the private
placement warrants and the payment of the estimated remaining
expenses of this offering. The as adjusted working
capital and as adjusted total assets are net of
$14,000,000 being held in the trust account ($16,100,000 if the
underwriters over-allotment option is exercised in full)
representing the deferred underwriting discount.

(2)

Assumes that public stockholders
owning 40% (minus one share) of our outstanding shares of common
stock sold in this offering, on a cumulative basis, both vote
against the business combination and/or extension period, as
applicable, and exercise their conversion rights; in which case,
upon consummation of our initial business combination,
approximately $2,800,000 (or $0.35 per share) of such deferred
underwriting discount would be included in the approximately
$78,799,990 (or $9.85 per share) paid to converting
stockholders, and approximately $4,200,000 of such deferred
underwriting discount would be paid to the underwriter. If no
stockholders were to exercise their conversion rights, upon
consummation of our business combination, $7,000,000 of the
deferred underwriting discount would be paid to the underwriter.

The as adjusted information gives effect to the sale
of the units we are offering pursuant to this prospectus and the
receipt of $5,000,000 from the sale of the private placement
warrants, including the application of the estimated net
proceeds. The as adjusted working capital and
as adjusted total assets exclude $7,000,000
(assuming no exercise of the underwriters over-allotment
option) being held in the trust account representing the
deferred underwriting discount.

The as adjusted working capital and total assets
amounts include the $189,900,000 (which is net of deferred
underwriting discount of $7,000,000) that will be held in the
trust account following the completion of this offering, which
will be distributed upon consummation of our business
combination (i) to any public stockholders who exercise
their conversion rights, (ii) to the underwriter in the
amount of $7,000,000 in payment of its deferred underwriting
discount (assuming no exercise of the underwriters
over-allotment option) (subject to a $0.35 per share reduction
for public stockholders who exercise their conversion rights),
and (iii) to us in the amount remaining in the trust
account following the payment to any public stockholders who
exercise their conversion rights and payment of the deferred
discount and commissions to the underwriter. All such proceeds
will be distributed from the trust account only upon the
consummation of our business combination meeting the criteria
described in this prospectus. If such a business combination is
not so consummated within 24 months (or up to
30 months, if our stockholders approve an extension) after
completion of this offering, we will liquidate and the proceeds
held in the trust account, including the deferred underwriting
discount and all interest income thereon, after taxes payable on
such interest income and after interest income earned, after
taxes payable, of up to $3,000,000, subject to adjustment in the
case of an increase in the size of this offering other than in
connection with the exercise by the underwriter of its
over-allotment option, on the trust account balance previously
released to us to fund our working capital requirements, will be
distributed to our public stockholders as part of a plan of
distribution after satisfaction of all our then outstanding
liabilities.

We will not proceed with a business combination that is
otherwise approved by our stockholders as required below if
(i) public stockholders owning 40% or more of the shares of
our common stock that are included in the units being sold in
this offering cumulatively vote against our business combination
or an extension of the time period within which we must
consummate our business combination and exercise their
conversion rights or (ii) the amendment to our certificate
of incorporation providing for our perpetual existence is not
approved by the affirmative vote of a majority of our
outstanding shares of common stock. We will not propose to our
stockholders any transaction that is conditioned on holders of
up to one share less than 40% of the shares of our common stock
held by the public stockholders exercising their conversion
rights. Accordingly, we may consummate a business combination
only if (i) a majority of the shares of common stock voted
by the public stockholders are voted in favor of the business
combination, (ii) public stockholders owning up to one
share less than 40% of the shares of our common stock included
in the units being sold in this offering cumulatively vote
against our business combination or an extension of the time
period within which we must consummate our business combination
and exercise their conversion rights and (iii) a majority
of the outstanding shares of our common stock are voted in favor
of the amendment to our certificate of incorporation to provide
for our perpetual existence. If this occurred, holders of up to
one share less than 40% of the shares of common stock sold in
this offering, or 7,999,999 shares of common stock (or
9,199,999 if the underwriter exercises its over-allotment option
in full), could convert such shares into cash at an initial per
share conversion price of approximately $9.85 (or approximately
$9.82 if the underwriter exercises its over-allotment option in
full), except to the extent limited as described under
Risk FactorsRisks Relating to Our Business
CombinationPublic stockholders, together with any
affiliates of theirs or any other person with whom they are
acting in concert or as a group, will be restricted from seeking
conversion rights with respect to more than 10% of the shares of
common stock included in the units being sold in this
offering. The actual per share conversion price will be
equal to the aggregate amount then on deposit in the trust
account, before payment of the deferred underwriting discount
and including accrued interest income thereon, after taxes
payable on such interest income and after interest income
earned, after taxes payable, on the trust account balance
previously released to us as described above, as of two business
days prior to the proposed consummation of the business
combination, divided by the number of shares of common stock
included in the units sold in this offering.

An investment in our securities involves a high degree of
risk. You should consider carefully all of the risks described
below, together with the other information contained in this
prospectus, before making a decision to invest in our
securities. If any of the following events occur, our business,
prospects, financial condition and results of operations may be
adversely affected. In that event, the trading price of our
securities could decline, and you could lose all or a part of
your investment. This prospectus also contains forward-looking
statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the
forward-looking statements as a result of specific factors,
including the material risks described below.

Risks Relating to
Our Structure as a Development Stage Company

We are a
development stage company with no operating history and,
accordingly, you will have no basis upon which to evaluate our
ability to achieve our business objective.

We are a recently incorporated development stage company with no
operating results to date. Therefore, our ability to begin
operations is dependent upon obtaining financing through the
public offering of our units and the sale of the private
placement warrants. Because we do not have any operations or an
operating history, you will have no basis upon which to evaluate
our ability to achieve our business objective, which is to
consummate our business combination with one or more businesses.
We do not have any specific business combination under
consideration, and we have neither identified, nor been provided
with the identity of, any prospective target businesses. Neither
we nor any representative acting on our behalf have had any
contacts or discussions, whether formal or informal, with any
prospective target business regarding our business combination
or taken any direct or indirect measures to locate a specific
target business or consummate our business combination. As a
result, you have a limited basis to evaluate whether we will be
able to identify an attractive target business. We will not
generate any operating revenues or income until, if at all,
after the consummation of our business combination. We cannot
assure you as to when, or if, our business combination will
occur.

You will not be
entitled to protections normally afforded to investors of blank
check companies.

Because the net proceeds of this offering are intended to be
used to consummate a business combination with a target business
that has not been identified, we may be deemed to be a
blank check company under U.S. federal
securities laws. However, because we expect that our securities
will be listed on the AMEX, a national securities exchange, and
we will have net tangible assets in excess of $5,000,000 upon
the successful completion of this offering and will file a
current report on
Form 8-K
with the SEC, promptly following completion of this offering
that includes an audited balance sheet demonstrating this fact,
we are exempt from rules promulgated by the SEC to protect
investors in blank check companies, such as Rule 419 under
the Securities Act. Accordingly, investors will not be afforded
the benefits or protections under those rules. Because we are
not subject to those rules, including Rule 419, our units
will be immediately tradable and we have a longer period of time
to consummate a business combination than we would if we were
subject to those rules. For a more detailed comparison of this
offering to offerings under Rule 419, see the section below
entitled Proposed BusinessComparison of This
Offering to Those of Blank Check Companies Subject to
Rule 419.

Our determination
of the offering price of our units and of the aggregate amount
of proceeds we are raising in this offering was more arbitrary
than typically would be the case if we were an operating company
rather than an acquisition vehicle.

Prior to this offering, we had no operating history and there
was no public market for any of our securities. The public
offering price of the units, the terms of the initial units and
the private placement warrants, the aggregate proceeds we are
raising and the amount to be placed in a trust account were the
products of negotiations between the underwriter and us. The
factors that were considered in making these determinations
included:



the history and prospects of companies whose principal business
is the acquisition of other businesses;



prior public offerings of securities by those companies;



our prospects for acquiring a business or portion thereof
meeting the criteria described herein within the required time
period;



the health and performance of the consumer products and
specialty retail sectors;



our capital structure;



an assessment of our executive officers and their experience in
identifying acquisition targets and structuring acquisitions on
favorable terms;



general conditions of the securities markets at the time of this
offering;



the likely competition for target businesses;



the likely number of target businesses; and



our executive officers estimate of our operating expenses
for the next 24 months (or up to 30 months, if our
stockholders approve an extension).

Our business combination must be with one or more businesses
whose fair market value, individually or collectively, is equal
to at least 80% of the balance in the trust account (less the
deferred underwriting discount, taxes payable and amounts
disbursed to us for working capital purposes) at the time of
such business combination. Accordingly, prior to 24 months
(or up to 30 months, if our stockholders approve an
extension) following the completion of this offering, we will
seek to consummate our business combination with a business or
businesses whose fair market value is equal to at least
approximately $151,920,000, assuming no exercise of the
underwriters over-allotment option. The actual amount of
consideration which we will be able to pay for our business
combination will depend on whether we choose, or are able, to
pay a portion of our business combination consideration with
shares of our common stock or if we are able to finance a
portion of the consideration with shares of our common stock or
with debt or other equity financing. Although these factors were
considered, the determination of our per unit offering price and
aggregate proceeds was more arbitrary than typically would be
the case if we were an operating company, as it is based on our
executive officers estimate of the amount needed to fund
our operations for the next 24 months (or up to
30 months, if our stockholders approve an extension) and to
consummate our business combination, because we have no
operating history or financial results. In addition, because we
have not identified any specific target businesses,
managements assessment of the financial requirements
necessary to consummate our business combination may prove to be
inaccurate, in which case we may not have sufficient funds to
consummate our business combination and we will be required to
either find additional financing or liquidate and distribute
funds then held in the trust account to public stockholders.

If third parties
bring claims against us or if we go bankrupt, the proceeds held
in the trust account could be reduced and the per share
liquidation or conversion price received by our public
stockholders could be less than approximately $9.85 per
share.

Placing the funds in a trust account may not protect those funds
from third-party claims against us. Although we will seek to
have all vendors, providers of financing, if any, prospective
target businesses and other entities with whom we execute
agreements waive any right, title, interest or claim of any kind
in or to any monies held in the trust account for the benefit of
our public stockholders, we are not obligated to obtain a waiver
from any potential creditor or potential target business and
there is no guarantee that they will agree to provide such a
waiver, which is not a condition to our doing business with
anyone. We will seek to secure waivers that we believe are valid
and enforceable, but it is possible that a waiver may later be
found to be invalid or unenforceable. In addition, there is no
guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Accordingly,
the proceeds held in the trust account could be subject to
claims that would take priority over the claims of our public
stockholders and the per share liquidating distribution or
conversion payment could be less than the approximately $9.85,
plus accrued interest expected to be held in the trust account
upon completion of this offering (assuming no exercise of the
underwriters over-allotment option) as a result of such
claims. If we are unable to consummate our business combination
and are required to liquidate, J.W. Childs has agreed that it
will be liable to ensure that the proceeds in the trust account
are not reduced by the claims of vendors, service providers or
other entities that are owed money by us for services rendered
or contracted for or products sold to us or by claims of a
prospective target business for fees and expenses of third
parties that we agree in writing to pay in the event we do not
consummate a business combination with such target business.
However, J.W. Childs will have no liability (1) as to any
claimed amounts owed to a third party who executed a waiver
(even if such waiver is subsequently found to be invalid and
unenforceable), or (2) as to any claims under our indemnity
of the underwriter of this offering against certain liabilities,
including liabilities under the Securities Act. Based on
representations made to us by J.W. Childs, we currently believe
that it is capable of funding a shortfall in our trust account
to satisfy its foreseeable indemnification obligations. However,
we have not asked J.W. Childs to reserve for such an
eventuality. We cannot assure you that J.W. Childs will be able
to satisfy its indemnification obligations or that the proceeds
in the trust account will not be reduced by such claims.
Furthermore, there could be claims, including contingent or
conditional claims, from parties other than service providers or
vendors that would not be covered by the indemnity from J.W.
Childs, such as stockholders and other claimants who are not
parties in contract with us who file a claim for damages against
us. In the event that the proceeds in the trust account are
reduced and J.W. Childs asserts that it is unable to satisfy its
obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would
determine whether we would take legal action against J.W. Childs
to enforce its indemnification obligations. Furthermore,
creditors may seek to interfere with the distribution of the
trust account pursuant to federal or state creditor and
bankruptcy laws, which could delay the actual distribution of
such funds or reduce the amount ultimately available for
distribution to our public stockholders. If we are required to
file a bankruptcy case or an involuntary bankruptcy case is
filed against us that is not dismissed, the funds held in the
trust account will be subject to applicable bankruptcy law and
may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our
stockholders. To the extent any bankruptcy claims are permitted
against the trust account, the per share liquidating
distribution will be less than the approximately $9.85 per share
expected to be held in the trust account upon completion of this
offering (assuming no exercise of the underwriters
over-allotment option).

Our independent
directors may decide not to enforce indemnification obligations
of J.W. Childs, resulting in a reduction in the amount of funds
in the trust account available for distribution to our public
stockholders.

J.W. Childs has agreed to indemnify us for our debts to any
third party for services rendered or contracted for or products
sold to us and for fees and expenses of prospective target
businesses that we have agreed to pay in the event we do not
consummate a business combination, in each case only to the
extent necessary to ensure that the amounts in the trust account
are not reduced by claims made by such party to the extent that
the payment of such debts actually reduces the amount in the
trust account payable to our public stockholders in the event of
our liquidation. In the event that the proceeds in the trust
account are reduced and J.W. Childs asserts that it is unable to
satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent
directors would determine whether we would take legal action
against J.W. Childs to enforce its indemnification obligations.
While we currently expect that our independent directors would
take action on our behalf against J.W. Childs to enforce its
indemnification obligations, it is possible that our independent
directors in exercising their business judgment may choose not
to do so in a particular instance. If our independent directors
choose not to enforce the indemnification obligations of J.W.
Childs, the amount of funds in the trust account available for
distribution to our public stockholders will be reduced and the
per share liquidation distribution will be less than the
approximately $9.85 expected to be held in the trust account
upon completion of this offering (assuming no exercise of the
underwriters over-allotment option).

Our stockholders
may be held liable for claims by third parties against us to the
extent of distributions received by them in our liquidation. Any
liability may extend well beyond the third anniversary of the
date of distribution because we do not intend to comply with the
procedures set forth in Section 280 of the Delaware General
Corporation Law.

We have 24 months (or up to 30 months, if our
stockholders approve an extension) after the completion of this
offering in which to complete our business combination. We have
no obligation to return funds to our stockholders prior to such
date unless we consummate a business combination before then,
and only then in cases where stockholders have voted against our
business combination and sought conversion of their shares in
connection with a stockholder vote to approve our business
combination. Only after the expiration of this time period will
public stockholders be entitled to liquidating distributions if
we are unable to complete a business combination. Accordingly,
the funds held in our trust account may be unavailable to
stockholders until such date.

If we are unable to consummate our business combination within
24 months (or up to 30 months, if our stockholders
approve an extension) after the completion of this offering, our
corporate existence will cease except for the purposes of
winding-up
our affairs and liquidating. Under Sections 280 through 282
of the Delaware General Corporation Law, stockholders may be
held liable for claims by third parties against a corporation to
the extent of distributions received by them in a dissolution.
If the corporation complies with certain procedures set forth in
Section 280 of the Delaware General Corporation Law
intended to ensure that it makes reasonable provision for all
claims against it, including a
60-day
notice period during which any third party claims can be brought
against the corporation, a
90-day
period during which the corporation may reject any claims
brought, and an additional
150-day
waiting period before any liquidating distributions are made to
stockholders, any liability of stockholders with respect to a
liquidating distribution is limited to the lesser of such
stockholders pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the
stockholder would be barred after the third anniversary of the
dissolution. However, it is our intention to make liquidating
distributions to our stockholders as soon as reasonably possible
after the

expiration of the required period and, therefore, we do not
intend to comply with those procedures. Because we will not be
complying with those procedures, we are required, pursuant to
Section 281 of the Delaware General Corporation Law to
adopt a plan of distribution that will provide for the payment,
based on facts known to us at such time, of (i) all
existing claims, (ii) all pending claims and (iii) all
claims that may be potentially brought against us within the
subsequent 10 years. Accordingly, we would be required to
provide for any creditors known to us at that time or those that
we believe could be potentially brought against us within the
subsequent 10 years prior to distributing the funds held in
the trust to stockholders. We cannot assure you that we will
properly assess all claims that may be potentially brought
against us. If we underestimate claims that may be potentially
brought against us, our stockholders could potentially be liable
for any claims to the extent of distributions received by them
(but no more) in a liquidation and any liability of our
stockholders may extend well beyond the third anniversary of the
date of distribution. Accordingly, we cannot assure you that
third parties will not seek to recover from our stockholders
amounts owed to them by us. In addition, because we are required
to dissolve before the funds from the trust can be distributed
to our stockholders, there could be time delays in making such a
distribution. However, because we are a blank check company
rather than an operating company and our operations will be
limited to searching for prospective target businesses to
acquire, the only likely claims to arise would be from our
vendors that we engage after the completion of this offering
(such as accountants, lawyers, investment bankers, etc.) and
potential target businesses. We intend to have all vendors that
we engage after the completion of this offering and prospective
target businesses execute agreements with us waiving any right,
title, interest or claim of any kind in or to any monies held in
the trust account, although no assurance can be given that such
parties will execute such agreements or that such agreements
will be enforceable. Furthermore, we cannot assure you that we
will properly assess all claims that may be potentially brought
against us. If we underestimate claims that may be potentially
brought against us, our stockholders could potentially be liable
for any claims to the extent of distributions (but not more)
received by them in a liquidation and any liability of our
stockholders may extend well beyond the third anniversary of
such liquidation.

If we are required to file a bankruptcy case or an involuntary
bankruptcy case is filed against us, which is not dismissed, any
distributions received by stockholders could be viewed under
applicable debtor/creditor
and/or
bankruptcy laws as either a preferential transfer or
a fraudulent conveyance. As a result, a bankruptcy
court could seek to recover all amounts received by our
stockholders. Furthermore, because we intend to distribute the
proceeds held in the trust account to our public stockholders
promptly
after ,
2010
(or ,
2011, if our stockholders approve an extension) if we have
failed to consummate our business combination, this may be
viewed or interpreted as giving preference to our public
stockholders over any potential creditors with respect to access
to or distributions from our assets. In addition, our directors
may be viewed as having breached their fiduciary duties to our
creditors
and/or may
have acted in bad faith, thereby exposing themselves and us to
claims of punitive damages, by paying public stockholders from
the trust account prior to addressing the claims of creditors.
We cannot assure that claims will not be brought against us for
these reasons.

Provisions in our
certificate of incorporation, our bylaws and Delaware law may
delay or prevent our acquisition by a third party, which could
limit the price investors might be willing to pay in the future
for our common stock and could entrench management.

Our certificate of incorporation and our by-laws will contain
several provisions that may make it more difficult or expensive
for a third party to acquire control of us without the approval
of our board of directors. These provisions also may delay,
prevent or deter a merger, acquisition, tender offer, proxy
contest or other transaction that might otherwise result in our

stockholders receiving a premium over the market price for their
common stock. The provisions include, among others:



provisions establishing a board of directors that is divided
into three classes with staggered terms;



provisions relating to the number and election of directors, the
appointment of directors upon an increase in the number of
directors or vacancy and provisions permitting the removal of
directors only for cause and with a
662/3%
stockholder vote;



provisions requiring a
662/3%
stockholder vote for the amendment of certain provisions of our
certificate of incorporation and for the adoption, amendment and
repeal of our by-laws;



provisions barring stockholders from calling a special meeting
of stockholders or requiring one to be called;



elimination of the right of our stockholders to act by written
consent; and



provisions prescribing advance notice procedures for
stockholders nominations of directors and proposals for
consideration at meetings of stockholders.

Moreover, our board of directors has the ability to designate
the terms of and issue new series of preferred stock. Together,
these provisions of our certificate of incorporation, by-laws
and Delaware law may make the removal of management more
difficult and may discourage potential takeover attempts that
could otherwise involve payment of a premium over prevailing
market prices for our securities and reduce the price that
investors might be willing to pay for shares of our common stock
in the future, which could reduce the market price of our common
stock.

The AMEX may
delist our securities from trading on its exchange which could
limit investors ability to make transactions in our
securities and subject us to additional trading
restrictions.

We anticipate that our units, and, after the date of separation,
shares of common stock and warrants, will be listed on the AMEX
on or promptly after the date of this prospectus. Although after
giving effect to this offering we expect to meet on a pro forma
basis the minimum initial listing standards set forth in
Sections 101 (b) and (c) of the American Stock
Exchange Company Guide, we cannot assure you that our securities
will be, or will continue to be, listed on the AMEX in the
future or prior to a business combination. In order to continue
listing our securities on the AMEX prior to a business
combination, we must maintain certain financial, distribution
and stock price levels. Generally, we must maintain a minimum
amount in stockholders equity (generally between
$2,000,000 and $4,000,000) and a minimum number of public
stockholders (generally between 300 and 400 stockholders).
Additionally, our common stock cannot have what is deemed to be
a low selling price as determined by the AMEX.
Additionally, in connection with our business combination, it is
likely that the AMEX may require us to file a new initial
listing application and meet its initial listing requirements
which are more rigorous than AMEXs continued listing
requirements. For instance, our stock price would generally be
required to be at least $3 per share and our stockholders
equity would generally be required to be at least
$4 million. We cannot assure you that we will be able to
meet those initial listing requirements at that time.

If the AMEX delists our securities from trading on its exchange
and we are not able to list our securities on another national
securities exchange, we expect our securities could be quoted on
the FINRA Over-The-Counter Bulletin Board
(OTCBB) or the pink sheets. As a result,
we could face significant material adverse consequences,
including:

a determination that our common stock is a penny
stock which will require brokers trading in our common
stock to adhere to more stringent rules and possibly result in a
reduced level of trading activity in the secondary trading
market for our securities;



a limited amount of news and analyst coverage; and



a decreased ability to issue additional securities or obtain
additional financing in the future.

The National Securities Markets Improvement Act of 1996, which
is a federal statute, prevents or preempts the states from
regulating the sale of certain securities, which are referred to
as covered securities. Because we expect that our
units and eventually our common stock and warrants will be
listed on the AMEX, our units, common stock and warrants will be
covered securities. Although the states are preempted from
regulating the sale of our securities, the federal statute does
allow the states to investigate companies if there is a
suspicion of fraud, and if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of
covered securities in a particular case. While we are not aware
of a state having used these powers to prohibit or restrict the
sale of securities issued by blank check companies, certain
state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these
powers, to hinder the sale of securities of blank check
companies in their states. Further, if we were no longer listed
on the AMEX, our securities would not be covered securities and
we would be subject to regulation in each state in which we
offer our securities.

If our common
stock becomes subject to the SECs penny stock rules,
broker-dealers may experience difficulty in completing customer
transactions and trading activity in our securities may be
adversely affected.

If at any time our securities are no longer listed on the AMEX
or another exchange or we have net tangible assets of $5,000,000
or less or our common stock has a market price per share of less
than $5.00, transactions in our common stock may be subject to
the penny stock rules promulgated under the Exchange
Act. Under these rules, broker-dealers who recommend such
securities to persons other than institutional accredited
investors must:



make a special written suitability determination for the
purchaser;



receive the purchasers written agreement to a transaction
prior to sale;



provide the purchaser with risk disclosure documents that
identify certain risks associated with investing in penny
stocks and that describe the market for these penny
stocks, as well as a purchasers legal
remedies; and



obtain a signed and dated acknowledgment from the purchaser
demonstrating that the purchaser has actually received the
required risk disclosure document before a transaction in
penny stock can be completed.

If our common stock becomes subject to these rules,
broker-dealers may find it difficult to effect customer
transactions and trading activity in our securities may be
adversely affected. As a result, the market price of our
securities may be depressed, and you may find it more difficult
to sell our securities on favorable terms, or at all.

Our existing
holders will own a substantial interest in us upon completion of
this offering and thus may significantly influence us and
certain actions requiring a stockholder vote.

Upon completion of this offering, our existing holders will
collectively, directly or indirectly, own 20% of our issued and
outstanding shares of common stock (including shares of common
stock included in the initial units and assuming that they do
not transfer any of their initial securities as permitted herein
and do not purchase any units in this offering).

Our existing holders, executive officers and directors may vote
any shares of common stock owned by them in any manner they may
choose on most matters. However, our existing holders have
agreed, and their permitted transferees will agree, in
connection with the stockholder vote required to approve our
business combination, to vote the shares of common stock
(including the shares of common stock included in any initial
units) acquired by them prior to the completion of this offering
in accordance with the majority of the shares of common stock
voted by the public stockholders (other than our existing
holders) and to vote in favor of an amendment to our certificate
of incorporation to provide for our perpetual existence. Our
existing holders, executive officers and directors have agreed,
and their permitted transferees will agree, that if they acquire
shares of common stock (including shares of common stock
included in any units being sold in this offering) in or
following this offering, such shares will be considered part of
the holdings of our public stockholders, and they have agreed
that they will vote all such acquired shares in favor of our
business combination and in favor of an amendment to our
certificate of incorporation to provide for our perpetual
existence.

As a result of their ownership of shares of our common stock
upon completion of this offering, our existing holders may exert
substantial influence on amendments to our certificate of
incorporation and approval of material transactions (including
our business combination). Except as may otherwise be set forth
in this prospectus, none of our executive officers, directors,
existing holders or their respective affiliates has indicated
any intention to purchase units in this offering or units or
shares of common stock included in such units in the secondary
market or in private transactions. However, if a significant
number of stockholders vote, or indicate an intention to vote,
against a proposed business combination, our executive officers,
directors, existing holders and their respective affiliates
could, in their sole discretion, determine to make such
purchases in the secondary market or in private transactions and
exert additional influence over the approval of our business
combination.

Our board of directors will be divided into three classes, each
of which generally will serve for a term of three years, with
only one class of directors being elected in each year. It is
unlikely that there will be an annual meeting of stockholders to
elect new directors prior to the consummation of our business
combination, in which case all of the current directors will
continue in office at least until the consummation of the
business combination. If there is an annual meeting, as a
consequence of this staggered board of directors,
only a minority of the board of directors would be considered
for election. As a result of their ownership of shares of our
common stock (including shares of common stock included in the
initial units) upon completion of this offering, our existing
holders may exert considerable influence on the election of our
directors. Moreover, except to the extent stockholder proposals
are properly and timely submitted, our directors will determine
which matters, including prospective business combinations, to
submit to a stockholder vote.

We do not
currently intend to hold an annual meeting of stockholders until
after our consummation of a business combination and thus may
not be in compliance with Section 211(b) of the Delaware
General Corporation Law.

We do not currently intend to hold an annual meeting of
stockholders and thus may not be in compliance with
Section 211(b) of the Delaware General Corporation Law. If
our stockholders required us to hold an annual meeting prior to
our consummation of our business combination, they would be
required to submit an application to the Delaware Court of
Chancery in accordance with Section 211(c) of the Delaware
General Corporation Law.

Our initial
holder paid approximately $0.004 per initial unit for its
initial units, and accordingly, you will experience immediate
and substantial dilution from the purchase of the shares of our
common stock included in the units being sold in this
offering.

The difference between the public offering price per share of
our common stock and the pro forma net tangible book value per
share of our common stock after this offering represents
dilution to you and the other investors in this offering. The
fact that our initial holder purchased its initial units at a
price of approximately $0.004 per initial unit prior to this
offering has significantly contributed to this dilution.
Assuming this offering is completed, you and the other investors
in this offering will incur an immediate and substantial
dilution of 32.8% or $3.28 per share of common stock (the
difference between the pro forma net tangible book value per
share of common stock of $6.72 and the initial offering price of
$10.00 per unit).

We may redeem
your unexpired warrants prior to their exercise at a time that
is disadvantageous to you, thereby making your warrants
worthless.

We have the ability to redeem outstanding warrants at any time
after they become exercisable and prior to their expiration at a
price of $0.01 per warrant, provided that the closing price of
our common stock on the AMEX, or other national securities
exchange on which our common stock may be traded, equals or
exceeds $13.75 per share for any 20 trading days within a 30
trading-day
period ending on the third business day prior to proper notice
of such redemption, provided, that, on the date we give notice
of redemption and during the entire period thereafter until the
time we redeem the warrants we have an effective registration
statement under the Securities Act covering the shares of common
stock issuable upon exercise of the warrants and a current
prospectus relating to such shares is available. Our ability to
redeem the warrants may limit the value of your investment in
our warrants. In addition, redemption of the outstanding
warrants could force you to exercise your warrants, whether by
paying the exercise price in cash or through a cashless
exercise, at a time when it may be disadvantageous for you to do
so, to sell your warrants at the then-current market price when
you might otherwise wish to hold your warrants or to accept the
nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be
substantially less than the market value of your warrants.

We may redeem
your unexpired warrants prior to their exercise which may
benefit holders of the initial warrants and the private
placement warrants.

If warrants included in the units being sold in this offering
are redeemed and the market price of a share of our common stock
rises following such redemption, holders of the initial warrants
and the private placement warrants could potentially realize a
larger gain on their exercise or sale than would be available
absent such warrant redemption, although we do not know if the
price of our common stock would increase following warrant
redemption. If our share price declines in periods subsequent to
a warrant redemption and the holders continue to hold their
initial warrants and private placement warrants, the value of
their initial warrants and private placement warrants may also
decline.

Our
managements ability to require holders of our warrants to
exercise such warrants on a cashless basis will cause holders to
receive fewer shares of common stock upon their exercise of the
warrants than they would have received had they been able to
exercise their warrants for cash.

If we call the warrants included in the units being sold in this
offering for redemption after the redemption criteria described
in this prospectus have been satisfied, our management will have
the option to require any holder that wishes to exercise his,
her or its warrant to do so on a cashless basis. In
such event, each holder would pay the exercise price
by surrendering the warrants for that number of shares of common
stock equal to the quotient obtained by dividing (x) the
product of the number of shares of common stock underlying the
warrants, multiplied by the difference between the exercise
price of the warrants and their fair market value by
(y) the fair market value. The fair market
value shall mean the average closing price of our common
stock for the 10 trading days ending on the third trading day
prior to the date on which the notice of redemption is sent to
the holders of the warrants. If our management chooses to
require holders to exercise their warrants on a cashless basis,
the number of shares of common stock received by a holder upon
exercise will be fewer than it would have been had such holder
exercised his warrant for cash. This will have the effect of
reducing the potential upside of the holders
investment in our company.

Our outstanding
warrants may have an adverse effect on the market price of
common stock and make it more difficult to consummate our
business combination.

As part of the units being sold in this offering, we will be
issuing warrants to purchase 20,000,000 shares of common
stock (or 23,000,000 shares of common stock if the
underwriters over-allotment option is exercised in full).
Prior to the date of this prospectus, we issued to our sponsor
warrants to purchase 5,750,000 units from us (750,000 of
which are subject to forfeiture if and to the extent the
underwriters over-allotment option is not fully
exercised). In addition, we will be issuing private placement
warrants to John W. Childs and our officers and directors (other
than independent directors) or their affiliates to purchase an
aggregate of 5,000,000 shares of common stock. To the
extent we issue shares of common stock to consummate our
business combination, the potential for the issuance of
substantial numbers of additional shares upon exercise of these
warrants could make us a less attractive partner for a business
combination in the eyes of a target business, as such warrants,
when exercised, will significantly increase the number of issued
and outstanding shares of our common stock and the potential for
such issuance could reduce the value of the shares that may be
issued to consummate the business combination. Accordingly, the
existence of our warrants may make it more difficult to
consummate our business combination or may increase the cost of
a target business if we are unable to consummate our business
combination solely with cash. Additionally, the sale, or
potential sale, of the shares underlying the warrants could have
an adverse effect on the market price for our securities and on
our ability to obtain future financing. If and to the extent
these warrants are exercised, you will experience dilution to
your holdings.

Our existing
holders have registration rights and such registration rights
may have an adverse effect on the market price of our common
stock, and the existence of these rights may make it more
difficult to consummate our business combination.

Our existing holders are entitled to demand on up to three
occasions that we register the resale of their initial
securities, coinvestment units and the shares of common stock
and warrants included in such units, private placement warrants
and shares of common stock purchased in the secondary market,
issuable upon exercise of the initial warrants or the private
placement warrants and the warrants included in the
co-investment units. In addition, they also have certain
piggyback registration rights and the right to
registration on
Form S-3
to the

extent that we are eligible to use
Form S-3.
If they exercise their registration rights with respect to all
of their initial shares (including the shares of common stock
issuable upon exercise of the initial warrants or the private
placement warrants and assuming exercise in full of the
underwriters over-allotment option), then there will be an
additional 16,500,000 shares of common stock eligible for
trading in the public market. This potential increase in trading
volume may have an adverse effect on the market price of our
common stock. In addition, the existence of these rights may
make it more difficult to consummate our business combination or
increase the cost of a target business in the event that we are
unable to consummate our business combination solely with cash,
as the stockholders of a particular target business may be
discouraged from entering into a business combination with us or
demand greater consideration as a result of these registration
rights and the potential future effect their exercise may have
on the trading market for our common stock.

Failure to
maintain an effective registration statement or the availability
of a current prospectus relating to the shares of common stock
issuable upon exercise of our warrants will preclude investors
from being able to exercise their warrants and such warrants
will expire worthless.

No warrants will be exercisable and we will not be obligated to
issue shares of common stock unless at the time of exercise a
registration statement relating to shares of common stock
issuable upon exercise of the warrants is effective and a
current prospectus relating to shares of common stock issuable
upon exercise of the warrants is available and those shares of
common stock have been registered or qualified or deemed to be
exempt under the securities laws of the state of residence of
the holder of our warrants. Holders of the warrants are not
entitled to net cash settlement and the warrants may only be
settled by delivery of shares of our common stock and not cash.
Under the terms of a warrant agreement between Continental Stock
Transfer & Trust Company, as warrant agent, and
us, we have agreed to use our commercially reasonable efforts to
maintain an effective registration statement and the
availability of a current prospectus relating to common stock
issuable upon exercise of the warrants until the expiration of
the warrants, and to take such action as is necessary to qualify
the common stock issuable upon exercise of the warrants for sale
in those states in which this offering was initially qualified.
However, we cannot assure you that we will be able to do so. We
have no obligation to settle the warrants for cash, in any
event, and the warrants may not be exercised and we will not
deliver securities therefor in the absence of an effective
registration statement and an available current prospectus. The
warrants may never become exercisable if we fail to comply with
these registration requirements and, in any such case, the total
price paid for each unit would effectively have been paid solely
for the shares of common stock included therein. In any case,
the warrants may be deprived of value, the market for the
warrants may be limited and they may expire worthless if they
cannot be sold, if a registration statement relating to the
common stock issuable upon the exercise of the warrants is not
effective, a current prospectus relating to the common stock
issuable upon the exercise of the warrants is not available or
if the common stock is not qualified or exempt from
qualification in the jurisdictions in which the holders of the
warrants reside. Factors such as an unexpected inability to
remain current in our SEC reporting obligations or other
material developments concerning our business could present
difficulties in maintaining an effective registration statement
and current prospectus. If you are unable to exercise your
warrants, the value of your warrants when they expire will be
worthless.

We do not
currently intend to pay dividends on shares of our common stock
in the foreseeable future.

We have not paid any cash dividends on our common stock to date
and do not currently intend to pay cash dividends prior to the
completion of our business combination. The payment of cash
dividends in the future will be dependent upon various factors,
including our

revenues and earnings, if any, cash balances, capital
requirements and general financial conditions subsequent to the
completion of our business combination. The payment of any
dividends subsequent to our business combination will be within
the discretion of our then board of directors. It is the present
intention of our board of directors to retain all earnings
(other than a portion of our interest income which will be used
for working capital purposes) and, accordingly, our board does
not currently anticipate declaring any dividends in the
foreseeable future. Because we do not expect to pay cash
dividends on our common stock, any gains on an investment in our
securities in this offering will be limited to the appreciation,
if any, of the market value of our common stock, warrants
and/or units.

If we are deemed
to be an investment company, we may be required to institute
burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to consummate our
business combination or operate over the near term or long term
in our intended manner.

We do not plan to operate as an investment fund or investment
company. Our plan is to acquire, hold, operate and grow for the
long term one or more businesses. We do not plan to operate as a
passive investor or as a merchant bank seeking dividends or
gains from purchases and sales of securities. However, if we
elect to acquire an asset manager we may be required to register
as an investment company or a registered investment adviser
under the U.S. securities laws.

Companies that fall within the definition of an investment
company set forth in Section 3 of the Investment
Company Act are subject to registration and substantive
regulation under the Investment Company Act. Companies that are
subject to the Investment Company Act that do not become
registered are normally required to liquidate and are precluded
from entering into transactions or enforceable contracts other
than as an incident to liquidation. The basic definition of an
investment company in the Investment Company Act and
related SEC rules and interpretations includes a company:
(1) that is, proposes to be, or holds itself out as being
engaged primarily in investing, reinvesting or trading in
securities; (2) that has more than 40% of its assets
(exclusive of U.S. government securities and cash items) in
investment securities; or (3) that is a
special situation investment company (such as a
merchant bank or private equity fund).

For example, if we were deemed to be an investment company under
the Investment Company Act, we would be required to become
registered under the Investment Company Act (or liquidate) and
our activities would be subject to a number of restrictions,
including, among others:

compliance with which would reduce the funds we have available
outside the trust account to consummate our business combination.

In order not to be regulated as an investment company under the
Investment Company Act, unless we can qualify for an exclusion,
we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that
our activities do not include investing, reinvesting, owning,
holding or trading investment securities. Our
business will be to identify and consummate a business
combination and thereafter to operate the acquired business or
businesses for the long term. We do not plan to buy businesses
with a view to resale or profit from their resale. We do not
plan to buy unrelated businesses or to be a passive investor. We
do not believe that our anticipated principal activities will
subject us to the Investment Company Act. To this end, the
proceeds held in the trust account may only be invested in
United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act
having a maturity of 180 days or less or in money market
funds meeting certain conditions under
Rule 2a-7
promulgated under the Investment Company Act. Pursuant to the
trust agreement, the trustee is not permitted to invest in other
securities or assets. By restricting the investment of the
proceeds to these instruments, and by having a business plan
targeted at acquiring, growing and businesses for the long term
(rather than on buying and selling businesses in the manner of a
merchant bank or private equity fund), we intend to avoid being
deemed an investment company within the meaning of
the Investment Company Act. This offering is not intended for
persons who are seeking a return on investments in government
securities or investment securities. The trust account is
intended as a holding place for funds pending the earlier to
occur of either: (i) the consummation of our primary
business objective, which is a business combination; or
(ii) absent a business combination, our return of the funds
held in the trust account to our public stockholders as part of
our plan of liquidation. If we do not invest the proceeds as
discussed above, we may be deemed to be subject to the
Investment Company Act. If we were deemed to be subject to the
Investment Company Act, compliance with these additional
regulatory burdens would require additional expense for which we
have not accounted.

Our directors,
including those we expect to serve on our audit committee, may
not be considered independent under the policies of
the North American Securities Administrators Association, Inc.,
and, therefore, may take actions or incur expenses that are not
deemed to be independently approved or independently determined
to be in our best interest.

Under the policies of the North American Securities
Administrators Association, Inc., an international organization
devoted to investor protection, because all of our directors may
receive reimbursement for out-of-pocket expenses incurred by
them in connection with activities on our behalf, such as
attending meetings of the board of directors, identifying
potential target businesses and performing due diligence on
suitable business combinations, and all of our directors,
directly or indirectly, will own shares of our common stock
prior to the completion of this offering, state securities
administrators could take the position that such individuals are
not independent. If this were the case, they would
take the position that we would not have the benefit of
independent directors examining the propriety of expenses
incurred on our behalf and subject to reimbursement. There is no
limit on the amount of out-of-pocket expenses that could be
incurred, and there will be no review of the reasonableness of
the expenses by anyone other than our board of directors, which
would include persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged. To
the extent such out-of-pocket expenses exceed the sum of the
available proceeds not deposited in the trust account and those
proceeds properly withdrawable from the trust fund, such
out-of-pocket expenses would not be reimbursed by us unless we
consummate our business combination. Although we believe that
all actions taken by our directors on our behalf will be in our
best interests, whether or not they are deemed to be
independent, we

cannot assure you that this will actually be the case. If
actions are taken or expenses are incurred that actually are not
in our best interests, it could have a material adverse effect
on our business, prospects and financial condition and
performance and the price of our securities.

There is
currently no market for our securities and a market for our
securities may not develop, which would adversely affect the
liquidity and price of our securities.

There is currently no market for our securities. Investors
therefore have no access to information about prior market
history on which to base their investment decision. Even after
listing on the AMEX, an active trading market for our securities
may never develop or, if developed, it may not be sustained or
be liquid. You may be unable to sell your securities unless a
market can be established and sustained. The absence of a market
for our securities will likely have an adverse effect on the
price of our securities.

Compliance with
the Sarbanes-Oxley Act of 2002, as amended, or the
Sarbanes-Oxley Act, will require substantial financial and
management resources and may increase the time and costs of
completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we
evaluate and report on our system of internal controls and
requires that we have such system of internal controls audited
beginning with our Annual Report on
Form 10-K
for the year ending December 31, 2009. If we fail to
maintain the adequacy of our internal controls, we could be
subject to regulatory scrutiny, civil or criminal penalties
and/or
stockholder litigation. Any inability to provide reliable
financial reports could harm our business. Section 404 of
the Sarbanes-Oxley Act also requires that our independent
registered public accounting firm report on the effectiveness of
our system of internal controls. A target business may not be in
compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve
compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition. Furthermore,
any failure to implement required new or improved controls, or
difficulties encountered in the implementation of adequate
controls over our financial processes and reporting in the
future, could harm our operating results or cause us to fail to
meet our reporting obligations. Inferior internal controls could
also cause investors to lose confidence in our reported
financial information, which could have a negative effect on the
price of our securities.

Risks Relating to
Our Business Combination

We may not be
able to consummate our business combination within the required
time frame, in which case we will be required to liquidate our
assets.

We must consummate a business combination with one or more
businesses with a fair market value, individually or
collectively, at least equal to 80% of the balance in the trust
account at the time of our business combination (less the
deferred underwriting discount of $7,000,000, or $8,050,000 if
the underwriters over-allotment option is exercised in
full, and taxes payable) within 24 months (or up to
30 months, if our stockholders approve an extension) after
the completion of this offering. If we fail to consummate our
business combination meeting such criteria within the required
time frame, in accordance with our certificate of incorporation,
our corporate existence will terminate, except for purposes of
liquidation and winding up. Because we do not have any specific
business combination under consideration and we or any
representative acting on our behalf have neither identified nor
been provided with the identity of any specific target business
or taken any measures to locate a specific target business or
consummate our business combination, we may not be able to find
a suitable target business or businesses within the required
time frame. In addition, our

negotiating position and our ability to conduct adequate due
diligence on any potential target business may be reduced as we
approach the deadline for the consummation of our business
combination. We view this obligation to liquidate as an
obligation to our stockholders and we presume that investors
will make an investment decision relying, at least in part, on
this provision. Neither we nor our board of directors will take
any action to amend or waive any provision of our certificate of
incorporation to allow us to survive for a period of time longer
than 30 months after the date of this prospectus, except in
connection with the consummation of a business combination or
only by the unanimous consent of our stockholders. If we are
forced to liquidate, you may not receive the full amount of your
original investment.

Unlike most other
blank check companies, we will be permitted, pursuant to our
certificate of incorporation, to seek to extend the date before
which we must complete a business combination to up to
30 months. To the extent they acquire shares of common
stock issued in this offering and become public stockholders,
our sponsor and our officers and directors may be able to
influence whether we extend our corporate existence. If an
extension is approved, your funds may be held in the trust
account for up to two and a half years.

Unlike most other blank check companies, if we have entered into
a definitive agreement within 24 months following the
consummation of this offering, we may seek to extend the date
before which we must complete our business combination, to avoid
being required to liquidate, beyond the 24 months to up to
30 months by calling a special (or annual) meeting of our
stockholders for the purpose of soliciting their approval for
such extension. We will only extend our corporate existence to
up to 30 months if (i) holders of a majority of our
outstanding shares of common stock approve an amendment to our
certificate of incorporation giving effect to such extension and
(ii) holders of up to one share less than 40% of the shares
of common stock sold in this offering vote against the proposed
extension and exercise their conversion rights as described in
this prospectus. In connection with the vote required for an
extension of our corporate existence, our existing holders have
agreed, and their permitted transferees will agree, to vote the
shares of common stock included in the initial units in
accordance with the majority of votes cast by our public
stockholders. We have also agreed that, prior to our business
combination, we will not issue any shares of common stock,
warrants or any other securities convertible into common stock
or that vote as a class with our common stock in respect of any
proposed extension or business combination. As a result of these
agreements, a proposal to extend our corporate existence to up
to 30 months may not be approved without the affirmative
vote of a majority of votes cast by our public stockholders.

In connection with any vote to extend our corporate existence to
up to 30 months, John W. Childs will agree to vote all
shares of common stock he purchases in the open market pursuant
to the purchase commitment in favor of an extension. In
addition, our sponsor and our officers and directors may acquire
shares in the open market or otherwise and may vote such shares
in favor of an extension. As a result, to the extent they
acquire shares issued in this offering and become public
stockholders, these persons may be able to influence whether we
extend our corporate existence to up to 30 months.

Without the option of extending to up to 30 months, if we
enter into such agreement near the end of the
24-month
period following the consummation of this offering, we may not
have sufficient time to secure the approval of our stockholders
and satisfy customary closing conditions. If the proposal for
the extension to up to 30 months is approved by our
stockholders as described in this prospectus, we will have up to
an additional six months beyond the
24-month
period with which to complete our business combination. As a
result we may be able to hold your funds in the trust account
for 30 months and thus delay the receipt by you of your
funds from the trust account on liquidation.

If we are forced
to liquidate before the consummation of a business combination
and distribute the amounts in the trust account, our public
stockholders will receive less than $10.00 per share upon
distribution of the funds held in the trust account and our
warrants will expire with no value.

If we are unable to consummate our business combination meeting
the criteria described herein within 24 months (or up to
30 months, if our stockholders approve an extension) from
the completion of this offering and are required to liquidate,
the per share liquidation amount received by our public
stockholders from the trust account will be less than $10.00
because of the expenses related to this offering, our general
and administrative expenses, the anticipated costs associated
with seeking our business combination and costs associated with
our liquidation.

While we are not permitted to access funds in the trust account
for operating expenses and costs associated with investigating a
business combination, up to $3,000,000, subject to adjustment,
of interest income on the trust balance, after taxes payable,
may be released to us to fund our working capital requirements,
including the costs of investigating and pursuing a business
combination transaction, expenses associated with our
liquidation and other miscellaneous items. In addition, if we do
not have sufficient funds to pay the costs of liquidation from
our remaining assets outside of the trust account, we may
request from the trustee up to $125,000 of income earned on the
trust account to pay for liquidation costs and expenses. A
liquidating distribution to our public stockholders will be
(subject to claims not otherwise satisfied by the amount not
held in the trust account or the indemnification provided by
J.W. Childs) no more than approximately $9.85 per share (net of
taxes payable and amounts permitted to be disbursed for working
capital purposes and not including income earned, if any, on the
pro rata portion of the trust account and assuming the
underwriter does not exercise its over-allotment option) because
offering expenses and the underwriting discount totaling
approximately $14,800,000 will be deducted immediately from the
gross proceeds of this offering. In the event that we liquidate
and it is subsequently determined that the reserve for claims
and liabilities is insufficient, stockholders who received a
return of funds from the liquidation of our trust account could
be liable for claims made by our creditors. Furthermore, there
will be no distribution with respect to our outstanding
warrants, which will expire worthless if we liquidate the trust
account in the event we do not consummate a business combination
within the prescribed time frame. For a more complete discussion
of the effects on our stockholders if we are unable to
consummate a business combination, see the section below
entitled Proposed BusinessConsummating a Business
CombinationLiquidation if No Business Combination.

If we are unable
to consummate our business combination, our public stockholders
will likely be forced to wait the full 24 months (or up to
30 months, if our stockholders approve an extension) before
receiving liquidation distributions.

We have 24 months (or up to 30 months, if our
stockholders approve an extension) from the completion of this
offering in which to consummate our business combination meeting
the criteria described herein. We have no obligation to return
funds in the trust account to investors prior to such date
(other than pursuant to conversion rights in connection with an
extension) unless we consummate our business combination prior
thereto and only then to those investors that have both voted
against the business combination and requested conversion of
their shares in the manner described herein. Only after the
expiration of this
24-month
period (or up to a
30-month
period if our stockholders approve an extension) will public
stockholders be entitled to liquidation distributions if we are
unable to consummate our business combination. Accordingly,
funds in the trust account will be unavailable to public
stockholders until such time.

Public
stockholders, together with any affiliates of theirs or any
other person with whom they are acting in concert or as a
group, will be restricted from seeking conversion
rights with respect to more than 10% of the shares of common
stock included in the units being sold in this
offering.

When we seek stockholder approval of a proposed business
combination or extension of the time period within which we must
complete our business combination, we will offer each public
stockholder (excluding our sponsor, executive officers,
directors and existing holders with respect to any units that
they purchase in this offering or any units or shares of common
stock included in such units that they purchase in the secondary
market) the right to have his, her or its shares of common stock
converted to cash if the public stockholder votes against the
business combination or the extension and the business
combination is approved and consummated or the extension is
approved. Notwithstanding the foregoing, a public stockholder,
together with any affiliate of his, hers or it or any other
person with whom he, she or it is acting in concert or as a
group, within the meaning of Section 13(d)(3)
of the Exchange Act, will be restricted from seeking conversion
rights with respect to more than 10% of the shares of common
stock included in the units being sold in this offering, on a
cumulative basis, which includes any exercise of conversion
rights in connection with either the stockholder vote, if any,
required to approve an extension of the time period within which
we must complete our business combination or the stockholder
vote required to approve our business combination. Shares of
common stock converted in connection with the vote on the
extension and in connection with the vote on our business
combination will be aggregated for purposes of this 10% limit.
Accordingly, if you purchase more than 10% of the shares of
common stock included in the units being sold in this offering
and vote all of your shares against a proposed business
combination or an extension of the time period within which we
must complete our business combination, and such proposed
business combination is approved and consummated, you will not
be able to seek conversion rights with respect to the full
amount of your shares and may be forced to hold the balance of
the shares in excess of 10% of the shares of common stock
included in the units being sold in this offering or sell them
in the secondary market. We cannot assure you that the value of
the excess shares will appreciate over time following a business
combination or that the market price of our common stock will
exceed the per share conversion price. Furthermore, this
limitation could result in fewer available funds being released
from the trust account upon conversion and, as a result, make it
easier to fund our business combination.

Although
historically blank check companies have used a 20% threshold for
conversion rights, we have used a 40% threshold. This higher
threshold will make it easier for us to consummate a business
combination, or extend the time period within which we must
complete our business combination, with which you may not agree,
and you may not receive the full amount of your original
investment upon exercise of your conversion rights.

We will proceed with our business combination only if a majority
of the shares of common stock voted by the public stockholders
are voted in favor of the business combination and public
stockholders owning one share less than 40% of the shares
included in the units being sold in this offering cumulatively
vote against the business combination or an extension of the
time period within which we must consummate our business
combination and exercise their conversion rights. Accordingly,
public stockholders holding one share less then 40% of the
shares included in the units being sold in this offering may
vote against the business combination, or the extension of time,
and exercise their conversion rights and we could still
consummate a proposed business combination. Historically, blank
check companies have had a conversion threshold of 20%, which
makes it more difficult for such companies to consummate their
business combination. Thus, because we permit a larger number of
stockholders to vote against the business combination and
exercise their conversion rights, it may be easier

for us to consummate a business combination with a target
business that you may believe is not suitable for us, and you
may not receive the full amount of your original investment upon
exercise of your conversion rights.

The ability of a
large number of our public stockholders to exercise their
conversion rights may not allow us to effectuate the most
desirable business combination or optimize our capital
structure.

When we seek stockholder approval of our business combination,
we will offer each public stockholder (other than our sponsor,
executive officers, directors and existing holders with respect
to any units that they purchase in this offering or any units or
shares of common stock included in such units that they purchase
in the secondary market) the right to elect to have his, her or
its shares of common stock converted to cash if such public
stockholder votes against the business combination or extension
and the business combination is approved and consummated or the
extension is approved, except as specified under
Public stockholders, together with any affiliates of
theirs or any other person with whom they are acting in concert
or as a group, will be restricted from seeking conversion rights
with respect to more than 10% of the shares of common stock
included in the units being sold in this offering. As a
result, such a public stockholder must both vote against such
business combination or extension and exercise his, her or its
conversion rights to receive a pro rata portion of the trust
account. Accordingly, if our business combination requires us to
use substantially all of our cash to pay the purchase price,
because we will not know how many public stockholders may
exercise their conversion rights, we may either need to reserve
part of the trust account for possible payment upon such
conversion, or we may need to arrange third party financing to
help fund the acquisition of our business combination in case a
larger percentage of public stockholders exercise their
conversion rights than we expect. In the event that the business
combination involves the issuance of our stock as consideration,
we may be required to issue a higher percentage of our stock to
make up for a shortfall in funds. Raising additional funds to
cover any shortfall may involve dilutive equity financing or
incurring indebtedness at higher than desirable levels. Because
we have no specific business combination under consideration, we
have not taken any steps to secure third party financing.
Therefore, we may not be able to consummate our business
combination if it requires us to use all of the funds held in
the trust account as part of the purchase price unless we obtain
third party financing, as to which no assurance can be given,
and if such financing involves debt, our leverage ratio may not
be optimal for our business combination. This may limit our
ability to effectuate the most attractive business combination
available to us.

A public
stockholder who abstains from voting will lose the ability to
receive a pro rata share of the funds in the trust account if we
consummate our business combination.

Prior to the consummation of our business combination, we will
submit the transaction to our stockholders for approval, even if
the nature of the business combination is such as would not
ordinarily require stockholder approval under applicable
Delaware law. If we achieve a quorum for the meeting, only
stockholders who exercise their right to vote will affect the
outcome of the stockholder vote. Abstentions are not considered
to be voting for or against the
transaction. Any public stockholder who abstains from voting
would be bound by the decision of the majority of stockholders
who do vote. As a result, an abstaining public stockholder will
lose the ability to receive a pro rata share of the trust
account, including interest income thereon (after taxes payable
on such interest income and after release of up to $3,000,000
(subject to adjustment in the case of an increase in the size of
this offering other than in connection with the exercise by the
underwriter of its over-allotment option) of interest income
earned, after taxes payable, thereon to fund working capital
requirements), which would be available to a public stockholder
(other than our sponsor, executive officers, directors

and existing holders) that both votes against our business
combination and exercises its conversion rights.

We may require
public stockholders who wish to convert their shares in
connection with a proposed business combination or extension to
comply with specific requirements for conversion that may make
it more difficult for them to exercise their conversion rights
prior to the deadline for exercising their rights.

We may require public stockholders who wish to exercise their
conversion rights regarding their shares in connection with a
proposed business combination or extension to either tender
their certificates to our transfer agent or to deliver their
shares to the transfer agent electronically using The Depository
Trust Companys DWAC (Deposit/Withdrawal At Custodian)
System no later than the business day immediately preceding the
vote taken at the stockholder meeting relating to such business
combination or extension. In order to obtain a physical stock
certificate, a stockholders broker
and/or
clearing broker, The Depository Trust Company and our
transfer agent will need to act to facilitate this request. It
is our understanding that stockholders should generally allot at
least two weeks to obtain physical certificates from the
transfer agent. However, because we do not have any control over
the process, it may take significantly longer than two weeks to
obtain a physical stock certificate. While we have been advised
that it takes a relatively short time to deliver shares through
the DWAC System, we cannot assure you of this fact. If it takes
longer than we anticipate for stockholders to deliver their
shares, stockholders who wish to exercise their conversion
rights may be unable to meet the deadline for exercising their
conversion rights and thus may be unable to convert their
shares. Accordingly, we will only require stockholders to
deliver their certificates prior to the vote if, in accordance
with the AMEXs proxy notification recommendations,
stockholders receive the proxy soliciting materials at least
20 days prior to the meeting.

We will proceed
with a business combination even if public stockholders owning
in the aggregate one share less than 40% of the shares of common
stock included in the units being sold in this offering exercise
their conversion rights. This provision may make it easier for
us to have a business combination approved over stockholder
dissent.

We will proceed with a business combination only if public
stockholders owning in the aggregate one share less than 40% of
the shares of common stock included in the units being sold in
this offering exercise their conversion rights. Accordingly, the
public stockholders owning in the aggregate one share less than
40% of the shares of common stock included in the units being
sold in this offering may exercise their conversion rights and
we could still consummate a proposed business combination. We
have set the conversion percentage at one share less than 40%
(rather than the 20% conversion percentage that had until
recently been customary in similar offerings) in order to reduce
the likelihood that a small group of investors holding a block
of our common stock will be able to stop us from completing a
business combination that may otherwise be approved by a large
majority of our public stockholders. As a result of this change
and of the restrictions with regard to any stockholder
converting more than 10% of the shares of common stock included
in the units sold in this offering, it may be easier for us to
consummate a business combination even in the face of a strong
stockholder dissent, thereby negating some of the protections of
having a lower conversion threshold to public stockholders.
Furthermore, the ability to consummate a transaction despite
stockholder disapproval in excess of what would be permissible
in a traditional blank check offering may be viewed negatively
by potential investors seeking stockholder protections
consistent with other similar offerings.

We may need to
raise additional funds in order to consummate our business
combination and may be unable to arrange financing on favorable
terms.

Our business combination may require us to use substantially all
of our cash to pay the purchase price. In such a case, because
we will not know how many public stockholders may exercise their
conversion rights, we may need to arrange for third party
financing to help fund our business combination in case a larger
percentage of public stockholders exercise their conversion
rights than we expect. Additionally, even if our business
combination does not require us to use substantially all of our
cash to pay the purchase price, if a significant number of
public stockholders exercise their conversion rights, we will
have less cash available to use in furthering our business plans
following a business combination and may need to arrange third
party financing. We have not taken any steps to secure third
party financing for either situation, and we cannot assure you
that we would be able to obtain such financing on favorable
terms, or at all.

Because of our
limited resources and the significant competition for business
combination opportunities, we may not be able to consummate an
attractive business combination.

Identifying, executing and realizing attractive returns on
business combinations is highly competitive and involves a high
degree of uncertainty. We expect to encounter intense
competition for a potential target business from other entities
having a business objective similar to ours, including venture
capital funds, leveraged buyout funds, operating businesses and
other entities and individuals, both foreign and domestic. Many
of these competitors are well established and have extensive
experience in identifying and consummating business combinations
directly or through affiliates. Many of these competitors
possess greater technical, human and other resources than we do,
and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Furthermore,
over the past several years, other blank check companies have
been formed, some of which have similar investment objectives as
ours, and a number of such companies have grown in size.
Additional investment funds and blank check companies with
similar investment objectives as ours may be formed in the
future and these funds and companies may have substantially more
capital and may have access to and utilize additional financing
on more attractive terms. While we believe that there are
numerous potential target businesses with which we could combine
using the net proceeds of this offering and the proceeds from
the sale of the private placement warrants, together with
additional financing, if available, our ability to compete in
combining with certain sizeable target businesses will be
limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing a
business combination with certain target businesses. In addition:



the requirement that we obtain stockholder approval of a
business combination may delay or prevent the consummation of
our business combination within the required time period;



the requirement that we prepare a proxy statement and notice of
special meeting of stockholders in accordance with the
requirements of Delaware law and the U.S. federal
securities laws, which proxy statement will be required to be
submitted to and reviewed by the SEC, in connection with our
business combination may delay or prevent the consummation of a
transaction;



the requirement that we prepare audited and perhaps interim
unaudited financial information to be included in the proxy
statement to be sent to stockholders in connection with our
business combination may delay or prevent the consummation of a
transaction;

any conversion of common stock held by our public stockholders
into cash will reduce the resources available to us to fund our
business combination;



the existence of all of our outstanding warrants, and the
dilution they potentially represent, may not be viewed favorably
by certain target businesses; and



the requirement to acquire one or more businesses that have a
fair market value, individually or collectively, at least equal
to 80% of the balance in the trust account (less the deferred
underwriting discount, taxes payable and amounts disbursed to us
for working capital purposes) at the time of the business
combination (i) could require us to acquire several closely
related businesses or portions thereof at the same time, all of
which acquisitions would be contingent on the closings of the
other acquisitions, which would make it more difficult to
consummate our business combination and (ii) together with
our ability to proceed with a business combination if public
stockholders owning up to one share less than 40% of the shares
of common stock included in the units being sold in this
offering both vote against our business combination and exercise
their conversion rights, may require us to raise additional
funds through additional sales of our securities or incur
indebtedness in order to enable us to effect such a business
combination.

Any of these factors may place us at a competitive disadvantage
in consummating our business combination on favorable terms, or
at all.

To the extent that our business combination entails the
contemporaneous combination with more than one business or
portions of businesses, we may not have sufficient resources,
financial or otherwise, to effectively and efficiently conduct
adequate due diligence and negotiate definitive agreements on
terms most favorable to our stockholders. In addition, because
our business combination may be with different sellers, we will
need to convince such sellers to agree that our purchase of
their businesses is contingent upon the simultaneous closings of
the other acquisitions.

Because there are
numerous blank check companies similar to ours seeking to
consummate a business combination, it may be more difficult for
us to consummate our business combination.

Based upon publicly available information, as of
February 29, 2008 approximately 155 similarly structured
blank check companies have completed initial public
offerings in the United States since the start of 2004 and 74
others have filed registration statements. Of the blank
check companies that have completed initial public
offerings, 47 companies have consummated a business
combination, while 25 other companies have announced that they
have entered into definitive agreements with respect to
potential business combinations but have not yet consummated
such business combinations. 9 companies have failed to
complete previously announced business combinations and have
announced their pending dissolution and return of trust proceeds
to stockholders. Accordingly, the remaining 74 blank
check companies that we estimate to have approximately
$13.8 billion that is currently held in trust accounts, and
potentially an additional 74 blank check companies
that have filed registration statements to raise approximately
$12.9 billion, will be seeking to enter into business
combinations. Approximately 9 similarly structured blank check
companies are focused on the consumer industry and have
completed initial public offerings and an additional 6 similarly
structured and focused blank check companies have filed
registration statements for their initial public offerings. As a
result, we may be subject to competition from these and other
companies seeking to consummate a business combination which, in
turn, will result in an increased demand for target businesses.
Further, the fact that 47 blank check companies have
consummated a business combination, 25 other companies have
entered into definitive agreements or letters of intent with
respect to potential business combinations, and

9 companies have failed to complete a business combination,
may be an indication that there are a limited number of
attractive target businesses available or that many target
businesses may not be inclined to enter into a business
combination with a publicly held blank check
company. Because of this competition, we cannot assure you that
we will be able to consummate a business combination within the
required time periods. If we are unable to find a suitable
target business within the required time period, the terms of
our certificate of incorporation will require us to liquidate.

We may have
insufficient resources to cover our operating expenses and the
expenses of consummating our business combination.

We believe that the $300,000 available to us outside of the
trust account upon completion of this offering and interest
income earned, after taxes payable, of up to $3,000,000 (subject
to adjustment in the case of an increase in the size of this
offering other than in connection with the exercise by the
underwriter of its over-allotment option) on the balance of the
trust account that we expect to be available to us will be
sufficient to cover our working capital requirements for the
next 24 months (or up to 30 months, if our
stockholders approve an extension), including expenses incurred
in connection with our business combination, based upon our
executive officers estimate of the funds required for
these purposes. This estimate may prove inaccurate, especially
if a portion of the available proceeds is used to make a down
payment or pay exclusivity or similar fees in connection with
our business combination or if we expend a significant portion
of the available proceeds in pursuit of a business combination
that is not consummated. Moreover, a decline in interest rates
applicable to amounts included in the trust account could limit
the funds available to fund our search, to pay our tax
obligations and to complete the business combination. See
A decline in interest rates could limit the funds
available to fund our search for a target business or businesses
because we will depend on interest income earned on the trust
account to fund our search and our working capital requirements
and to pay our tax obligations. If we do not have
sufficient proceeds available to cover our expenses, we may be
required to obtain additional financing from our existing
holders or third parties. Such additional financing may include
loans from third parties or additional sales of our securities,
although we currently have no arrangements to obtain any such
financing, and no party is under any obligation to make such
financing available to us. We would seek to have any third party
lenders waive claims to any monies held in the trust account for
the benefit of the public stockholders. J.W. Childs has agreed
to indemnify the trust account for claims made by such lenders
to the extent that the payment of any debts or obligations owed
to such lenders actually reduces the funds in the trust account.
We may not be able to obtain any additional financing. None of
our existing holders is obligated to provide any additional
financing in the amounts needed, or at all, and the terms
(including cost) of any financing that is obtained may be unduly
burdensome and restrictive. If we do not have sufficient
proceeds to fund our business combination and are unable to
obtain additional financing, we may be required to liquidate
prior to consummating our business combination.

A decline in
interest rates could limit the funds available to fund our
search for a target business or businesses because we will
depend on interest income earned on the trust account to fund
our search and our working capital requirements and to pay our
tax obligations.

Of the net proceeds of this offering, only $300,000 will be
available to us initially outside the trust account to fund our
working capital requirements. We will depend on sufficient
interest income being earned on the proceeds held in the trust
account to provide us with additional working capital in order
to identify one or more target businesses and to negotiate and
obtain approval of our business combination, as well as to pay
any tax obligations that we may owe. Funds in the trust account
may be invested in U.S. Treasury Bills or money market
funds. Although we do not know the exact rate of interest to be
earned on the trust account,

we believe that the recent historical interest rates of
U.S. Treasury Bills with less than six month maturities are
indicative of the interest to be earned on the funds in the
trust account, at least in the near term. According to the
Federal Reserve Statistical Release dated February 28,
2008, referencing historical interest rate data which appears on
the Federal Reserve website, U.S. Treasury Bills with four
week, three month and six month maturities were yielding, as of
the week ended February 22, 2008, 4.32%, 4.36% and 4.44%
per annum, respectively. However, the actual interest rates that
we receive on the funds in the trust account may be
substantially less than these rates.

While we are entitled to have released to us for such purposes
certain interest income earned on the funds in the trust
account, a substantial decline in interest rates may result in
our having insufficient funds available with which to locate,
structure, negotiate and obtain approval of our business
combination. In such event, we may need to seek to borrow funds
or issue securities for such purposes, as to which no assurance
can be given, or may be forced to liquidate. No party is under
any obligation to advance funds to us in the future.

We may have only
limited ability to evaluate the management of the target
business.

While we intend to closely scrutinize any target management
members associated with a business combination, we cannot assure
you that our assessment of these individuals will prove to be
correct. These individuals may be unfamiliar with the
requirements of operating a public company, which could cause us
to have to expend time and resources helping them become
familiar with such requirements. This could be expensive and
time-consuming and could lead to various operational issues that
may adversely affect our operations.

A significant
portion of our working capital could be depleted in pursuing
business combinations that are not consummated.

It is anticipated that the identification and investigation of
each specific target business and the negotiation, drafting and
execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and
others. In addition, we may opt to make down payments or pay
exclusivity or similar fees in connection with structuring and
negotiating a business combination. If a decision is made not to
consummate a specific business combination, the costs incurred
up to that point in connection with the abandoned transaction,
potentially including down payments or exclusivity or similar
fees, will not be recoverable. Furthermore, even if an agreement
is reached relating to a specific target business, we may fail
to consummate our business combination for any number of
reasons, including those beyond our control, such as if our
public stockholders holding 40% or more of our shares of common
stock vote against our business combination even though a
majority of the shares of our common stock voted by the public
stockholders are voted in favor of the business combination. Any
such event will result in a loss to us of the related costs
incurred, which could materially adversely affect subsequent
attempts to locate and combine with another business.

We may issue
additional shares of our capital stock, including through
convertible debt securities, to consummate our business
combination, which would reduce the equity interest of our
stockholders and may cause a change in control of our
ownership.

Our certificate of incorporation authorizes the issuance of up
to 79,000,000 shares of common stock, par value $0.0001 per
share, and 1,000,000 shares of preferred stock, par value
$0.0001 per share. Immediately after this offering and the
private placement, there will be 16,500,000 authorized but
unissued shares of our common stock available for issuance
(after appropriate reservation of shares issuable upon full
exercise of all of our outstanding warrants and the
underwriters over-allotment option) and all of the
1,000,000 shares of preferred stock

available for issuance. Although we have no commitments as of
the date of this prospectus to issue any additional securities,
we may issue a substantial number of additional shares of our
common stock, preferred stock or a combination of both,
including through convertible debt securities, as consideration
for or to finance a business combination. The issuance of
additional shares of our common stock or any number of shares of
preferred stock, including upon conversion of any debt
securities, may:



significantly dilute the equity interests of our public
stockholders;



cause a change in control which may affect, among other things,
our ability to use our net operating loss carryforwards, if any,
and result in the resignation or removal of our current
executive officers and directors;



subordinate the rights of holders of common stock if preferred
stock is issued with rights senior to those afforded to our
common stock;



have the effect of delaying or preventing a change of control of
us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us; and

The underwriting agreement prohibits us, prior to our business
combination, from issuing additional units, additional common
stock, preferred stock, additional warrants or any options or
other securities convertible or exchangeable into common stock
or preferred stock which participates in any manner in the
proceeds of the trust account or which votes as a class with the
common stock on a business combination. For a more complete
discussion of the effects on our stockholders if we are unable
to consummate a business combination, see the section below
entitled Proposed BusinessConsummating a Business
CombinationGeneral.

We may be unable
to obtain additional financing, if required, to consummate our
business combination or to fund the operations and growth of the
target business, which could compel us to restructure or abandon
a particular business combination.

Although we believe that the net proceeds of this offering and
the proceeds from the sale of the private placement warrants
will be sufficient to allow us to consummate our business
combination, because we have not yet identified or approached
any prospective target businesses, we cannot ascertain the
capital requirements for any particular business combination. If
the net proceeds of this offering and the proceeds from the sale
of the private placement warrants prove to be insufficient,
because of the size of the business combination or the depletion
of the available proceeds in the trust account in search of
target businesses, or because we become obligated to convert
into cash a significant number of shares from dissenting public
stockholders, we may be required to seek additional financing
through the issuance of equity or debt securities or other
financing arrangements. We cannot assure you that such financing
will be available on favorable terms, or at all.

Although we have no current plans to do so, if we were to incur
a substantial amount of debt to finance our business
combination, such incurrence of debt could:



lead to default and foreclosure on our assets if our operating
revenues and cash flows after a business combination are
insufficient to pay our debt obligations;



cause an acceleration of our obligation to repay the debt, even
if we make all principal and interest payments when due, if we
breach the covenants contained in the terms of any debt
documents, such as covenants that require the maintenance of
certain financial ratios or reserves, without a waiver or
renegotiation of such covenants;



create an obligation to repay immediately all principal and
accrued interest, if any, upon demand to the extent any debt is
payable on demand;

require us to dedicate a substantial portion of our cash flows
to pay principal and interest on our debt, which will reduce the
funds available for dividends on our common stock, working
capital, capital expenditures, acquisitions and other general
corporate purposes;



limit our flexibility in planning for and reacting to changes in
our business and in the industry in which we will operate;



make us more vulnerable to adverse changes in general economic,
industry, and competitive conditions and adverse changes in
government regulation;



limit our ability to borrow additional amounts for working
capital, capital expenditures, acquisitions, debt service
requirements, execution of our strategy or other
purposes; and



place us at a disadvantage compared to our competitors who are
less leveraged.

To the extent that additional financing proves to be unavailable
when needed to consummate a particular business combination, we
may be compelled to restructure or abandon that particular
business combination and seek alternative target businesses. In
addition, if we consummate a business combination, we may
require additional financing to fund the operations or growth of
the target business or businesses. The failure to secure
additional financing could have a material adverse effect on the
development or growth of our combined business or businesses. No
party, including our executive officers, directors and existing
holders, is required to provide any financing to us in
connection with or after the consummation of our business
combination.

Under Delaware
law, the requirements and restrictions relating to this offering
contained in our certificate of incorporation may be amended,
which could reduce or eliminate the protection afforded to our
stockholders by such requirements and restrictions.

Our certificate of incorporation contains certain requirements
and restrictions relating to this offering that will apply to us
until the consummation of our business combination.
Specifically, our certificate of incorporation will provide,
among other things, that:



upon completion of this offering, a total of $196,900,000 (or
$225,850,000 if the underwriters over-allotment option is
exercised in full) from the proceeds from this offering, the
deferred underwriting discount and the proceeds from the sale of
the private placement warrants will be deposited into the trust
account, which proceeds may not generally be disbursed from the
trust account until the earlier of (i) our business
combination or (ii) our liquidation;



prior to consummating any business combination, we must submit
such business combination to our stockholders for approval;



we may consummate our business combination only if (i) a
majority of the shares of our common stock voted by our public
stockholders are voted in favor of the business combination,
(ii) public stockholders owning up to one share less than
40% of the shares of our common stock included in the units
being sold in this offering cumulatively vote against our
business combination or an extension of the time period within
which we must consummate our business combination and exercise
their conversion rights and (iii) a majority of all of our
outstanding shares of common stock are voted in favor of an
amendment to our certificate of incorporation to provide for our
perpetual existence;



if our business combination is approved and consummated, public
stockholders who both voted against the business combination and
who exercised their conversion rights will receive their pro
rata share of amounts in the trust account; provided, that a
public stockholder, together with any affiliate of his or any
other person with whom he is acting in concert or as a
group (as such term is used in Section 13(d)
and 14(d) of the

Exchange Act), will be restricted from seeking conversion rights
with respect to more than 10% of the shares of our common stock
sold in this offering;



if our business combination is not consummated within the
24 months (or up to 30 months, if our stockholders
approve an extension) following the completion of this offering,
then our corporate purposes and powers will immediately
thereupon be limited to winding up our affairs, including
liquidating our assets, which will include funds in the trust
account, and we will not be able to engage in any other business
activities; and



we may not consummate any other merger, acquisition, capital
stock exchange, stock purchase, asset purchase or other similar
transaction prior to our business combination that meets the
conditions specified in this prospectus, including the
requirement that our business combination be with one or more
businesses whose fair market value, individually or
collectively, is at least equal to 80% of the balance in the
trust account (less the deferred underwriting discount, taxes
payable and amounts disbursed to us for working capital
purposes) at the time of such business combination.

Our certificate of incorporation requires that we obtain the
unanimous consent of our stockholders to amend certain of the
above provisions. However, the validity of unanimous consent
provisions under Delaware law has not been settled. A court
could conclude that the unanimous consent requirement
constitutes a practical prohibition on amendment in violation of
the stockholders implicit rights to amend the corporate
charter. In that case, some or all of the above provisions could
be amended without unanimous consent and any such amendment
could reduce or eliminate the protection afforded to our
stockholders. However, we view the foregoing provisions as
obligations to our stockholders and our executive officers and
directors have agreed that they will not recommend or take any
action to waive or amend any of these provisions that would take
effect prior to the consummation of our business combination.

Some of our
executive officers and directors may remain with us following
our business combination, which may result in a conflict of
interest in determining whether a particular target business is
appropriate for a business combination and in the public
stockholders best interests.

Some of our executive officers and directors may continue to be
involved in our management following our business combination.
If any or all of them decide to do so, the personal and
financial interests of our executive officers and directors may
influence them to condition a business combination on their
retention by us and to view more favorably target businesses
that offer them a continuing role, either as an officer,
director, consultant, or other third-party service provider,
after the business combination. Our executive officers and
directors could be negotiating the terms and conditions of the
business combination on our behalf at the same time that they,
as individuals, are negotiating the terms and conditions related
to an employment, consulting or other agreement with
representatives of the potential business combination candidate.
As a result, there may be a conflict of interest in the
negotiation of the terms and conditions related to such
continuing relationships as our executive officers and directors
may be influenced by their personal and financial interests
rather than the best interests of our public stockholders.

Our executive
officers and directors will allocate their time to other
businesses, thereby causing conflicts of interest in their
determination as to how much time to devote to our affairs. This
could have a negative impact on our ability to consummate a
business combination.

Our executive officers and directors are not required to, and
will not, commit their full time to our affairs, which may
result in a conflict of interest in allocating their time
between our operations and the search for a business combination
on the one hand and their other

businesses on the other hand. We do not intend to have any
full-time employees prior to the consummation of our business
combination. Each of our executive officers is engaged in
several other business endeavors for which he or she is entitled
to substantial compensation and our executive officers are not
obligated to contribute any specific number of hours per week to
our affairs. Mr. Childs is the Chairman of the Board and
Chief Executive Officer of J.W. Childs and a Director of
Advantage Sales and Marketing, Inc., Sunny Delight Beverages
Co., Esselte Ltd., Mattress Firm, Inc., CHG Healthcare Services,
Inc., and Simcon, Inc. Mr. Sawaya is the Co-Founder and
President of Sawaya Segalas. Mr. Watts is an Operating
Partner of J.W. Childs and Chairman of the Board of Fitness
Quest, Inc., Mattress Firm, EmployBridge, Inc., and JA Apparel
Corp. (Joseph Abboud) and a Director of Brookstone, Inc.
Mr. Suttin is a Partner of J.W. Childs and a Director of
Advantage Sales and Marketing, Inc., Brookstone, Inc., Coldmatic
Products International LLC, Sunny Delight Beverages Co., Esselte
Ltd., JA Apparel Corp. (Joseph Abboud), Mattress Firm and The
Nutrasweet Company. Mr. Fiorentino is a Principal with J.W.
Childs and a Director of CHG Healthcare Services, Inc.,
EmployBridge, Inc., WS Packaging Group, Inc., Fitness Quest,
Inc., Mattress Firm, JA Apparel Corp. (Joseph Abboud) and
Esselte Ltd. Mr. Rudy is an Operating Partner of J.W.
Childs, Chairman of the Board of Sunny Delight Beverages Co. and
a Director of Advantage Sales and Marketing, Inc. Mr. Byrne
is an Operating Partner of J.W. Childs and is the Chairman of
the Board of WS Packaging Group, Inc., Coldmatic Products
International LLC, MAAX and Esselte Ltd. Our independent
directors also serve as officers and board members for other
entities, including, without
limitation, .
If our executive officers and directors other
business affairs require them to devote substantial amounts of
time to such affairs in excess of their current commitment
levels, it could limit their ability to devote time to our
affairs which may have a negative impact on our ability to
consummate our business combination.

Our executive
officers and directors are, and may in the future become,
affiliated with entities in similar businesses and, accordingly,
may have conflicts of interest in determining to which entity an
opportunity for a particular business combination should be
presented.

Following the completion of this offering and until we
consummate our business combination, we intend to engage in the
business of identifying and combining with one or more
businesses. Our executive officers and directors are, or may in
the future become, affiliated with entities that are engaged in
a similar business. Our directors serve as officers and board
members for other entities, including, without limitation,
Advantage Sales and Marketing, Inc., Sunny Delight Beverages
Co., Esselte Ltd., Mattress Firm, Inc., CHG Healthcare Services,
Inc., Simcon, Inc., Fitness Quest, Inc., EmployBridge, Inc., JA
Apparel Corp. (Joseph Abboud), Brookstone, Inc., Coldmatic
Products International LLC, The Nutrasweet Company and WS
Packaging Group, Inc. As a result, our executive officers and
directors may compete with us for attractive opportunities for
business combinations. In each case, our executive
officers and directors existing directorships or
other responsibilities may give rise to contractual or fiduciary
obligations that take priority over any obligation owed to us.

Our certificate of incorporation will provide that the doctrine
of corporate opportunity, or any other analogous doctrine, will
not apply against us or any of our officers or directors or in
circumstances that would conflict with any fiduciary duties or
contractual obligations they may have currently or in the future
in respect of J.W. Childs as a general partner of J.W. Childs
Equity Partners II, L.P. and J.W. Childs Equity Partners III,
L.P. or any companies in which J.W. Childs Equity Partners II,
L.P. or J.W. Childs Equity Partners III, L.P. have invested or
any other fiduciary duties or contractual obligations they may
have as of the date of this prospectus. Accordingly, business
opportunities that may be attractive to the remaining J.W.
Childs portfolio companies listed above will not be presented to
us unless the portfolio company has declined to accept such
opportunities.

Sawaya Segalas
may represent one or more clients in competition with us to
acquire potential target businesses, thereby causing conflicts
of interest as to our knowledge of or ability to pursue
potential target businesses. This conflict of interest could
have a negative impact on our ability to consummate a business
combination.

Sawaya Segalas undertakes a wide range of financial advisory
activities for a variety of clients in the consumer sector.
Accordingly, there may be situations in which Sawaya Segalas has
an obligation or an interest that actually or potentially
conflicts with our interests. These conflicts may not be
resolved in our favor and, as a result, we may be denied certain
attractive acquisition opportunities notwithstanding our
relationship with Sawaya Segalas.

Clients of Sawaya Segalas advisory business may compete
with us for acquisition opportunities meeting our investment
objectives. If Sawaya Segalas is engaged to act for any such
clients, we may be precluded from being presented with such
opportunities. In addition, investment ideas generated within
Sawaya Segalas, including by Mr. Sawaya who is our Vice
Chairman and Executive Vice President, may be suitable for both
us and for an investment banking client and may be directed to
such client rather than to us. Sawaya Segalas advisory
business may also be engaged to advise the seller of an entity,
business or assets that would qualify as an acquisition
opportunity for us. In such cases, we may be precluded from
participating in the sale process or from purchasing the entity,
business or assets. If we are permitted to pursue the
acquisition opportunity, Sawaya Segalas interests or
obligations to the seller may conflict with our interests.

Neither Sawaya Segalas nor Mr. Sawaya has any obligation to
present us with any opportunity for a potential business
combination of which they become aware. Sawaya Segalas or
Mr. Sawaya, in his capacity as an officer of Sawaya
Segalas, may choose or be obligated to present potential
business combinations to Sawaya Segalas, or third parties,
including clients of Sawaya Segalas, before they present such
opportunities to us. As a result, you should assume that to the
extent Mr. Sawaya identifies an opportunity for a potential
business combination equally suitable for us and another entity
to which such person has a fiduciary duty or pre-existing
contractual obligation to present such opportunity,
Mr. Sawaya will first give such opportunity to such other
entity, and he will only present such opportunity to us to the
extent such other entity first rejects or is unable to pursue
such opportunity.

We may engage in
a business combination with one or more target businesses that
have relationships with entities that may be affiliated with our
executive officers, directors or existing holders which may
raise potential conflicts of interest.

In light of the involvement of our existing holders and
independent directors with other entities, we may decide to
acquire one or more businesses affiliated with our existing
holders and independent directors. Our directors also serve as
officers and board members for other entities, including,
without limitation, Advantage Sales and Marketing, Inc., Sunny
Delight Beverages Co., Esselte Ltd., Mattress Firm, Inc., CHG
Healthcare Services, Inc., Simcon, Inc., Fitness Quest, Inc.,
EmployBridge, Inc., JA Apparel Corp. (Joseph Abboud),
Brookstone, Inc., Coldmatic Products International LLC, The
Nutrasweet Company and WS Packaging Group, Inc. Such entities
may compete with us for business combination opportunities. Our
executive officers, directors and existing holders are not
currently aware of any specific opportunities for us to
consummate a business combination with any entities with which
they are affiliated, and there have been no preliminary
discussions concerning a business combination with any such
entity or entities. Although we will not be specifically
focusing on, or targeting, any transaction with any affiliated
entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria for a business
combination as set forth in Proposed
BusinessConsummating a Business CombinationSelection
of a Target and Structuring of Our business combination
and such transaction was approved by a majority of our
disinterested directors. Despite our agreement to obtain an
opinion from an independent investment

banking firm regarding the fairness to our stockholders from a
financial point of view of a business combination with one or
more domestic or international businesses affiliated with our
executive officers, directors or existing holders, potential
conflicts of interest still may exist and, as a result, the
terms of the business combination may not be as advantageous to
our public stockholders as they would be absent any conflicts of
interest.

None of our
executive officers or directors has ever been associated with a
publicly held blank check company.

None of our executive officers or directors has ever served as
an officer or director of a development stage public company
with the business purpose of raising funds to acquire a
business. Accordingly, you may not be able to adequately
evaluate their ability to successfully consummate our business
combination through a blank check company or a company with a
structure similar to ours.

Because our
existing holders will own shares of our common stock prior to
the completion of this offering and will not participate in
liquidating distributions, they may have a conflict of interest
in determining whether a particular target business is
appropriate for our business combination.

Prior to the completion of this offering, our existing holders
will own shares of our common stock (including the shares of
common stock included in the initial units). Upon our
liquidation, none of them will have the right to receive
distributions from the trust account with respect to shares of
our common stock they acquired prior to the completion of this
offering and, accordingly, they would lose their investment in
us represented by such shares were a liquidation to occur.
Therefore, because our executive officers and directors may have
interests in our sponsor, their personal and financial interests
may influence their motivation in identifying and selecting
target businesses and consummating our business combination in a
timely manner. This may also result in a conflict of interest
when determining whether the terms, conditions and timing of a
particular business combination are appropriate and in our
stockholders best interest.

Our executive
officers and directors interests in obtaining
reimbursement for any out-of-pocket expenses incurred by them
may lead to a conflict of interest in determining whether a
particular target business is appropriate for a business
combination and in the public stockholders best
interest.

Our executive officers and directors will not receive
reimbursement for any out-of-pocket expenses incurred by them to
the extent that such expenses exceed the amount of available
proceeds not deposited in the trust account and amounts properly
withdrawable from the trust account unless and until the
business combination is consummated. Amounts available for such
expenses are based upon our executive officers estimate of
the amount needed to fund our operations for the next
24 months (or up to 30 months, if our stockholders
approve an extension) and consummate our business combination.
This estimate may prove to be inaccurate, especially if a
portion of such amounts is used to make a down payment in
connection with our business combination or pay exclusivity or
similar fees or if we expend a significant portion of such
amounts in pursuit of a business combination that is not
consummated. The financial interest of our executive officers
and directors could influence their motivation in selecting a
target and, thus, there may be a conflict of interest when
determining whether a particular business combination is in our
public stockholders best interest.

We may enter into
agreements with consultants or financial advisers that provide
for the payment of fees upon the consummation of our business
combination, and, therefore, such consultants or financial
advisers may have conflicts of interest.

If we agree to pay consultants or financial advisers fees that
are tied to the consummation of our business combination, they
may have conflicts of interests when providing services to us,
and their interests in such fees may influence their advice with
respect to a potential business combination.

We will not
generally be required to obtain a determination of the fair
market value of a target business or target businesses from an
unaffiliated, independent investment banking firm.

Our business combination must be with one or more businesses
whose fair market value, individually or collectively, is at
least equal to 80% of the balance in the trust account (less the
deferred underwriting discount, taxes payable and amounts
disbursed to us for working capital purposes) at the time of
such business combination. The fair market value of such
business or businesses will be determined by our board of
directors based upon standards generally accepted by the
financial community, such as actual and potential sales,
earnings, cash flows and book value and will include any debt of
the target business or businesses that we assume, repay or
refinance in connection with our business combination. If our
board of directors is not able to independently determine that
the target business has a sufficient fair market value to meet
the threshold criterion or if any of our executive officers,
directors or existing holders are affiliated with that target
business, we will obtain an opinion from an unaffiliated,
independent investment banking firm which is a member of the
Financial Industry Regulatory Authority, or FINRA, with respect
to the fair market value of the target business. In all other
instances, we will have no obligation to obtain or provide our
stockholders with a fairness opinion. Investment banking firms
providing fairness opinions typically place limitations on the
purposes for which the opinion may be used, and there can be no
assurances that, as a result of such limitations or applicable
law, stockholders will be entitled to rely on the opinion. We
expect to require that any firm selected by us to provide a
fairness opinion will adhere to general industry practice in
stating the purposes for which its opinion may be used. If no
opinion is obtained or if stockholders are not permitted to rely
on the opinion, our stockholders will be relying solely on the
judgment of our board of directors with respect to the
determination of the fair market value of our business
combination.

We may only be
able to consummate one business combination, which may cause us
to be solely dependent on a single business and a limited number
of services or products.

The net proceeds from this offering and the proceeds from the
sale of the private placement warrants, after reserving $300,000
of the proceeds for our operating expenses, will provide us with
approximately $189,900,000 (or $217,800,000 if the
underwriters over-allotment option is exercised in full),
excluding deferred underwriting discount, which we may use to
consummate our business combination. Although we are permitted
to consummate our business combination with more than one target
business, we currently intend to consummate our business
combination with a single business whose fair market value is at
least equal to 80% of the balance in the trust account (less the
deferred underwriting discount, taxes payable and amounts
disbursed to us for working capital purposes) at the time of
such business combination. If we acquire more than one target
business, additional issues would arise, including possible
complex accounting issues, which would include generating pro
forma financial statements reflecting the operations of several
target businesses as if they had been combined, and numerous
logistical issues, which would include attempting to coordinate
the timing of negotiations, proxy statement disclosure and
closing, with multiple target

businesses. In addition, we would be exposed to the risk that
conditions to closings with respect to the business combination
with one or more of the target businesses would not be
satisfied, bringing the fair market value of the business
combination below the required threshold of 80% of the balance
in the trust account (less the deferred underwriting discount,
taxes payable and amounts disbursed to us for working capital
purposes). As a result, we are likely to consummate our business
combination with only a single business, which may have only a
limited number of services or products. The resulting lack of
diversification may:



result in our being dependent upon the performance of a single
business;



result in our being dependent upon the development or market
acceptance of a single or limited number of services, processes
or products; and



subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate
subsequent to our business combination.

In this case, we will not be able to diversify our operations or
benefit from the possible spreading of risks or offsetting of
losses, unlike other entities that may have the resources to
consummate several business combinations in different industries
or different areas of a single industry so as to diversify risks
and offset losses. Furthermore, the prospects for our success
may be entirely dependent upon the future performance of the
initial target business or businesses we acquire.

Any attempt to
consummate more than one transaction as our business combination
will make it more difficult to consummate our business
combination.

In the event that we are unable to identify a single business
with which to consummate our business combination, we may seek
to combine contemporaneously with multiple businesses whose
collective fair market value is at least equal to 80% of the
balance in the trust account (less the deferred underwriting
discount, taxes payable and amounts disbursed to us for working
capital purposes) at the time of such business combinations.
Business combinations involve a number of special risks,
including diversion of managements attention, legal,
financial, accounting and due diligence expenses, and the
general risk that a transaction will not be consummated. To the
extent we try to consummate more than one transaction at the
same time, all of these risks will be exacerbated, especially in
light of our limited financial and other resources. Consummating
our business combination through more than one transaction
likely would result in increased costs as we would be required
to conduct a due diligence investigation of more than one
business and negotiate the terms of the business combination
with multiple entities. In addition, due to the difficulties
involved in consummating multiple business combinations
concurrently, our attempt to consummate our business combination
in this manner would increase the chance that we would be unable
to successfully consummate our business combination in a timely
manner. In addition, if our business combination entails
simultaneous transactions with different entities, each entity
will need to agree that its transaction is contingent upon the
simultaneous closing of the other transactions, which may make
it more difficult for us, or delay our ability, to consummate
our business combination. As a result, if we attempt to
consummate our business combination in the form of multiple
transactions, there is an increased risk that we will not be in
a position to consummate some or all of those transactions,
which could result in our failure to satisfy the requirements
for our business combination and force us to liquidate.

We may combine
with a target business with a history of poor operating
performance and there is no guarantee that we will be able to
improve the operating performance of that target
business.

Due to the competition for business combination opportunities,
we may combine with a target business with a history of poor
operating performance if we believe that target business has
attractive attributes that we believe could be the basis of a
successful business after consummation of our business
combination. A business with a history of poor operating
performance may be characterized by, among other things, several
years of financial losses, a smaller market share than other
businesses operating in a similar geographical area or industry
or a low return on capital compared to other businesses
operating in the same industry. In determining whether one of
these businesses would be an appropriate target, we would base
our decision primarily on the fair market value of such a
business. We would consider, among other things, its operating
income, its current cash flows and its potential to generate
cash in the future, the value of its current contracts and our
assessment of its ability to attract and retain new customers.
However, combining with a target business with a history of poor
operating performance can be extremely risky and we may not be
able to improve operating performance. If we cannot improve the
operating performance of such a target business following our
business combination, then our business, prospects, financial
condition, liquidity, cash flows and results of operations will
be adversely affected. Factors that could result in our not
being able to improve operating performance include, among other
things:



inability to predict changes in technological innovation;



competition from superior or lower priced services and products;



lack of financial resources;



inability to attract and retain key executives and employees;



claims for infringement of third-party intellectual property
rights
and/or the
availability of third-party licenses; and



changes in, or costs imposed by, government regulation.

If we effect our
business combination with a business located outside of the
United States, we would be subject to a variety of additional
risks that may negatively impact our operations.

We may effect our business combination with a target business
located outside of the United States. If we do, we would be
subject to any special considerations or risks associated with
businesses operating in the targets home jurisdiction,
including any of the following:



rules and regulations or currency conversion or corporate
withholding taxes;



tariffs and trade barriers;



regulations related to customs and import/export matters;



longer payment cycles;



tax issues, such as tax law changes and variations in tax laws
as compared to the United States;

We cannot assure you that we would be able to adequately address
these additional risks. If we were unable to do so, our
business, prospects and financial condition and performance
would likely suffer.

If we effect our
business combination with a business located outside of the
United States, the laws applicable to such business will likely
govern all of our material agreements and we may not be able to
enforce our legal rights.

If we effect our business combination with a target business
located outside of the United States, the laws of the country in
which such target business operates will govern almost all of
the material agreements relating to its operations. We cannot
assure you that the target business will be able to enforce any
of its material agreements or that remedies will be available in
this new jurisdiction. The system of laws and the enforcement of
existing laws in such jurisdiction may not be as certain in
implementation and interpretation as in the United States. The
inability to enforce or obtain a remedy under any of our future
agreements could result in a significant loss of business,
business opportunities or capital. Additionally, if we acquire
one or more target businesses located outside of the United
States, it is likely that substantially all of our assets would
be located outside of the United States and some or all of our
executive officers and directors might reside outside of the
United States. As a result, it may not be possible for investors
in the United States to enforce their legal rights, to effect
service of process upon our directors or officers or to enforce
judgments of the United States courts predicated upon civil
liabilities and criminal penalties of our directors and officers
under U.S. federal securities laws.

Our executive
officers, directors and existing holders may purchase units in
this offering or units or shares of our common stock included in
such units in the secondary market, which may give them greater
influence over the approval of our business
combination.

In the event that our executive officers, directors and existing
holders acquire units in this offering or units or shares of our
common stock included in such units in the secondary market,
they have agreed to vote such shares in favor of our business
combination. These additional purchases would allow our
executive officers, directors and existing holders to exert
additional influence over the approval of our business
combination. Factors they would consider in making such
additional purchases would include consideration of the current
trading price of our common stock and whether any such
additional purchases would likely increase the chances that our
business combination would be approved. In addition, if our
executive officers, directors and existing holders make such
additional purchases, then our public stockholders (other than
our existing holders) will hold proportionately fewer shares,
and therefore it is likely that such public stockholders will
ultimately convert fewer shares into a pro rata portion of the
trust account, making it more likely that we will remain under
the 40% conversion rate that is required in order to approve our
business combination.

The ability of our executive officers, directors and existing
holders to acquire units in this offering or units or shares of
common stock included in such units in the secondary market,
vote the acquired shares in favor of our business combination
and effectively reduce the number of shares that our other
public stockholders may elect to convert into a pro rata portion
of the trust account may allow us to consummate a business
combination that otherwise would not have been approved absent
the foregoing. Because our existing holders purchased their
initial securities at a lower price than the units being
purchased by our public

stockholders in this offering, our existing holders may profit
from a business combination that would be unprofitable for our
other public stockholders.

Because we have
not selected a particular segment of the consumer products or
specialty retail sectors or any specific target businesses with
which to pursue a business combination, you will be unable to
ascertain the merits or risks of any particular target
business operations.

We may consummate a business combination with an operating
company in the consumer products and specialty retail sectors,
but will not limit the pursuit of acquisition opportunities only
within that industry. Because we have not yet identified or
approached any specific target business with respect to a
business combination, there is no basis to evaluate the possible
merits or risks of any particular target businesss
operations, results of operations, cash flows, liquidity,
financial condition or prospects. To the extent we consummate
our business combination, we may be affected by numerous risks
inherent in the business operations with which we combine. For
example, if we combine with a financially unstable business or
an entity lacking an established record of sales or earnings, we
may be affected by the risks inherent in the business and
operations of a financially unstable or a development stage
entity. Although our executive officers and directors will
endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain
or assess all of the significant risk factors or that we will
have adequate time to complete due diligence. Furthermore, some
of these risks may be outside of our control and leave us with
no ability to control or reduce the chances that those risks
will adversely impact a target business. We also cannot assure
you that an investment in our units will ultimately prove to be
more favorable to investors than a direct investment, if such
opportunity were available, in an acquisition target. Except for
the limitation that a target business is required have a fair
market value of at least 80% of the balance in the trust account
(excluding the amount held in the trust account representing the
deferred underwriting discount, interest income that may be
released to us and taxes payable on any accrued interest income)
at the time of the acquisition and our intentions to initially
focus on the consumer products and specialty retail sector
located in North America, we will have virtually unrestricted
flexibility in identifying and selecting a prospective target
business. For a more complete discussion of our selection of
target businesses, see the section entitled Proposed
BusinessConsummating a Business CombinationSelection
of a Target and Structuring of a Business Combination.

We may seek
investment opportunities in sectors outside of the consumer
products and specialty retail sectors (which industries may or
may not be outside of our managements area of
expertise).

Although we intend to focus on identifying business combination
candidates in the consumer products or specialty retail sectors
and we will not initially actively seek to identify business
combination candidates in other sectors (which sectors may be
outside our managements area of expertise), we will
consider a business combination outside of the consumer products
or specialty retail sectors if a business combination candidate
is presented to us and we determine that such candidate offers
an attractive investment opportunity for our company or we are
unable to identify a suitable candidate in the consumer products
or specialty retail sectors after having expended a reasonable
amount of time and effort in an attempt to do so. Although our
management will endeavor to evaluate the risks inherent in any
particular business combination candidate, we cannot assure you
that we will adequately ascertain or assess all of the
significant risk factors. We also cannot assure you that an
investment in our units will not ultimately prove to be less
favorable to investors in this offering than a direct
investment, if an opportunity were available, in a business
combination candidate. In the event we elect to pursue an
investment outside of the consumer products or specialty retail
sectors, our managements expertise in the consumer
products and specialty service sectors industries

would not be directly applicable to its evaluation or operation,
and the information contained herein regarding the consumer
products and specialty retail sectors industries would not be
relevant to an understanding of the business that we elect to
acquire.

The officers and
directors of a target business may resign upon consummation of a
business combination.

The role of a target business key personnel upon the
consummation of a business combination cannot be ascertained at
this time. Although we contemplate that certain members of a
target business key personnel team will remain associated
with the target business following a business combination, it is
possible that members of the management of a target business
will not wish to remain in place.

There may be tax
consequences to our business combination that may adversely
affect us.

While we expect to undertake any business combination so as to
minimize taxes both to the target business and us, any such
business combination might not meet the statutory requirements
of a tax-free reorganization, or the parties might not obtain
the intended tax-free treatment upon a transfer of shares or
assets. A non-qualifying reorganization could result in the
imposition of substantial taxes.

Risks Related To
Our Target Businesses

While we currently anticipate that we will consummate a
business combination in the consumer products or specialty
retail sectors, we are not limited to a prospective target
business in the consumer products or specialty retail sectors.
If we consummate a business combination in another industry, the
risks listed below may no longer be applicable to us.

Seasonality and
weather conditions may cause our operating results to vary from
quarter to quarter.

Sales of certain of consumer products may be seasonal. For
example, sales of outdoor products would increase during warm
weather months and decrease during winter. Additionally, sales
of home improvement products would be concentrated in the spring
and summer months, while sales of consumer electronics would be
concentrated in our fourth quarter preceding the holiday season.

Weather conditions may also negatively impact sales. For
instance, we may not sell as many of certain outdoor recreation
products (such as lanterns, tents and sleeping bags) as
anticipated if there are fewer natural disasters such as
hurricanes and ice storms; mild winter weather may negatively
impact sales of electric blankets, heaters, some health products
and smoke or carbon monoxide alarms; and the late arrival of
summer weather may negatively impact sales of outdoor camping
equipment and grills. Additionally, sales of home improvement
products may be negatively impacted by unfavorable weather
conditions and other market trends. Periods of inclement weather
may reduce the amount of time spent on home improvement
projects. These factors could have a material adverse effect on
our business, results of operations and financial condition.

In our proposed
business, we may have to successfully anticipate changing
consumer preferences and buying trends and manage our product
line and inventory commensurate with customer demand.

Our success in our proposed business may depend upon our ability
to anticipate and respond to changing merchandise trends and
customer and retail demands in a timely manner.

Consumer preferences cannot be predicted with certainty and may
change rapidly. We must make decisions as to design,
development, expansion and production of new and existing
product lines. If we misjudge the market for our products, the
purchasing patterns of our customers, or the appeal of the
design, functionality or variety of our product lines, our sales
may decline significantly, and we may be required to mark down
certain products to sell the resulting excess inventory, which
would harm our business and operating results.

In addition, we must manage inventory effectively and
commensurate with customer demand. Our inventory may be sourced
or manufactured from vendors located outside the United States.
We generally may commit to purchasing products before we receive
firm orders from retail customers and frequently before trends
are known. The extended lead times for many of our purchases, as
well as the development time for design and deployment of new
products, may make it difficult for us to respond rapidly to new
or changing trends. As a result, we will be vulnerable to demand
and pricing shifts and to misjudgments in the selection and
timing of product purchases. If we do not accurately predict our
customers preferences and acceptance levels of our
products, our inventory levels may not be appropriate, and our
business and operating results may be adversely impacted.

Our proposed
business will depend, in part, on factors affecting consumer
spending that are out of our control.

Our proposed business will depend on consumer demand for our
products and, consequently, is likely to be sensitive to a
number of factors that influence consumer spending, including
general economic conditions, disposable consumer income,
recession and inflation. Adverse changes in factors affecting
discretionary consumer spending could reduce consumer demand for
our products, change the mix of products we may sell to a
different mix with a lower average gross margin, slower
inventory turnover and greater markdowns on inventory, thus
reducing our income and harming our business and operating
results.

Our operations
may be dependent upon third-party suppliers whose failure to
perform adequately could disrupt our business
operations.

We may source a significant portion of parts and products from
third parties. Our ability to select and retain reliable vendors
who provide timely deliveries of quality parts and products will
impact our success in meeting customer demand for timely
delivery of quality products. We do not know whether we will be
able to enter into long-term contracts with our primary vendors
and suppliers on terms favorable to us. Therefore parts and
products may be supplied on a purchase order basis.
As a result, we may be subject to unexpected changes in pricing
or supply of products. Any inability of our suppliers to timely
deliver quality parts and products or any unanticipated change
in supply, quality or pricing of products could be disruptive
and costly to us.

Our operating
results may be adversely affected by changes in the cost or
availability of raw materials and energy.

Pricing and availability of raw materials may be volatile due to
numerous factors beyond our control, including general, domestic
and international economic conditions, labor costs, production
levels, competition, consumer demand, import duties and tariffs
and currency exchange rates. This volatility may significantly
affect the availability and cost of raw materials for us in our
proposed business, and may, therefore, have a material adverse
effect on our business, results of operations and financial
condition.

During periods of rising prices of raw materials, there can be
no assurance that we will be able to pass any portion of such
increases on to customers. Conversely, when raw material prices
decline, customer demands for lower prices could result in lower
sale prices and, to the

extent we have existing inventory, lower margins. As a result,
fluctuations in raw material prices could have a material
adverse effect on our business, results of operations and
financial condition.

Some products require particular types of glass, paper, plastic,
metal, wax, wood or other materials. Supply shortages for a
particular type of material can delay production or cause
increases in the cost of manufacturing our products. This could
have a material adverse effect on our business, results of
operations and financial condition. In particular,
petroleum-derivative raw materials such as waxes, resins and
plastics have experienced price increases in response to, among
other things, higher oil prices. If wax prices, resin prices or
other material prices rise further in the future we can expect
the cost of goods for our businesses to increase. We cannot
assure you that we will be able to pass such cost increases to
our customers, and such increases could have a material adverse
effect on our margins. Similarly, other energy-intensive raw
materials such as metal and glass have experienced price
increases in response to higher energy prices. If such prices
rise further in the future, we can expect the cost of goods to
increase, which could have a material adverse effect on our
business, results of operations and financial condition.

With the growing trend towards consolidation among suppliers of
many of raw materials, we may become increasingly dependent upon
key suppliers whose bargaining strength is growing. In addition,
many of those suppliers have been reducing production capacity
of raw materials in the North American market. We may be
negatively affected by changes in availability and price of raw
materials resulting from this consolidation and reduced
capacity, which could negatively impact our results of
operations.

We may be subject
to several production-related risks in our proposed business
which could jeopardize our ability to realize anticipated sales
and profits.

In order to realize sales and operating profits at anticipated
levels in our proposed business, we may manufacture or source
and deliver in a timely manner products of high quality. Among
others, the following factors may have a negative effect on our
ability to do these things:



labor difficulties;



scheduling and transportation difficulties;



management dislocation;



substandard product quality, which can result in higher
warranty, product liability and product recall costs;



delays in development of quality new products;



changes in laws and regulations, including changes in tax rates,
accounting standards, and environmental and occupational laws;



health and safety laws; and



changes in the availability and costs of labor.

Any adverse change in the above-listed factors could have a
material adverse effect on our business, results of operations
and financial condition.

in which we may operate is based primarily on product quality,
product innovation and price and customer service and support,
although the degree and nature of such competition will vary by
location and product line. We also may face competition from the
manufacturing operations of some of our potential customers with
private label brands.

Some of our competitors may be more established in their
industries and have substantially greater revenue or resources
than we do. Our competitors may take actions to match new
product introductions and other initiatives. Our competitors may
source their products from third parties, and our ability to
obtain a cost advantage through sourcing may be reduced. Certain
of our competitors may be willing to reduce prices and accept
lower profit margins to compete with us. Further, retailers
often demand that suppliers reduce their prices on existing
products. Competition could cause price reductions, reduced
profits or losses or loss of market share, any of which could
have a material adverse effect on our business, results of
operations and financial condition.

To compete effectively in the future in the consumer products
sector, among other things, we must:

effectively market and competitively price our products to
consumers in several diverse market segments and price
levels; and



develop innovative, high-quality products in designs and styles
that appeal to consumers of varying groups, tastes and price
level preferences, and in ways that favorably distinguish us
from our competitors.

Our inability to do any of these things could have a material
adverse effect on our business, results of operations and
financial condition.

If we fail to
develop new or expand any existing customer relationships, our
ability to grow our proposed business may be impaired.

Our future growth will depend to a significant degree upon our
ability to develop new customer relationships and to expand
existing relationships with any current customers. We cannot
guarantee that new customers will be found, that any such new
relationships will be successful when they are in place, or that
business with any existing customers will increase. Failure to
develop and expand such relationships could have a material
adverse effect on our business, results of operations and
financial condition.

If we cannot
develop new products in a timely manner, and at favorable
margins, we may not be able to compete effectively.

Our future success may depend, in part, upon our ability to
introduce innovative design extensions for any existing products
and to develop, manufacture and market new products. We cannot
assure you that we will be successful in introducing,
manufacturing and marketing any new products or product
innovations, or developing and introducing, in a timely manner,
innovations to any existing products that satisfy customer needs
or achieve market acceptance. Our failure to develop new
products and introduce them successfully and in a timely manner,
and at favorable margins, would harm our ability to successfully
grow our proposed business

and could have a material adverse effect on our proposed
business, results of operations and financial condition.

Changes in the
retail industry and markets for consumer products affecting our
customers or retailing practices could negatively impact any
existing customer relationships and our results of
operations.

We may sell consumer products to retailers, including club,
department store, drug, grocery, mass merchant, sporting goods
and specialty retailers, as well as directly to consumers. A
significant deterioration in the financial condition of any of
our major customers could have a material adverse effect on our
sales and profitability. In addition, with the growing trend
towards retail trade consolidation, we may be increasingly
dependent upon key retailers whose bargaining strength is
growing. We may be negatively affected by changes in the
policies of our retailer customers, such as inventory
destocking, limitations on access to shelf space, use of private
label brands, price demands and other conditions, which could
negatively impact our results of operations.

Our proposed
business could involve the potential for product recalls,
product liability and other claims against us, which could
affect our earnings and financial condition.

In connection with the consumer products sector, we may be
subject to the Consumer Products Safety Act, which empowers the
Consumer Products Safety Commission to exclude from the market
products that are found to be unsafe or hazardous. Under certain
circumstances, the Consumer Products Safety Commission could
require us to repurchase or recall one or more of our products.
Additionally, laws regulating certain consumer products exist in
some cities and states, as well as in other countries in which
we may sell our products, and more restrictive laws and
regulations may be adopted in the future. Any repurchase or
recall of our products could be costly to us and could damage
our reputation. If we were required to remove, or we voluntarily
removed, our products from the market, our reputation could be
tarnished and we might have large quantities of finished
products that we could not sell.

We could also face exposure to product liability claims in the
event that one of our products is alleged to have resulted in
property damage, bodily injury or other adverse effects.
Although we expect to maintain product liability insurance in
amounts that we believe will be reasonable, we cannot assure you
that we will be able to maintain such insurance on acceptable
terms, if at all, in the future or that product liability claims
will not exceed the amount of insurance coverage. Additionally,
we do not expect to maintain product recall insurance. As a
result, product recalls or product liability claims could have a
material adverse effect on our business, results of operations
and financial condition.

In addition, we could also face potential exposure to unusual or
significant litigation arising out of alleged defects in any of
our products or otherwise. We plan to spend substantial
resources ensuring compliance with governmental and other
applicable standards. However, compliance with these standards
will not necessarily prevent individual or class action
lawsuits, which can entail significant cost and risk. We do not
expect to maintain insurance against many types of claims
involving alleged defects in our products that do not involve
personal injury or property damage. As a result, these types of
claims could have a material adverse effect on our business,
results of operations and financial condition.

Any inability to
protect our businesss intellectual property could harm our
competitive position and adversely affect our business. We face
a similar risk with respect to the products that we may
sell.

Our success following a business combination will depend, in
part, on our ability to maintain adequate protection of
intellectual property for our brands and products in the
U.S. and other countries. If we do not adequately protect
our intellectual property, competitors may be able to use our
brands and products and erode or negate our competitive
advantages. Further, the laws of some foreign countries will not
protect our proprietary rights to the same extent as the laws of
the U.S., and we may encounter significant problems in
protecting our rights in these foreign countries. An inability
to protect our intellectual property could result in a material
adverse effect on our business, results of operations and
financial condition.

Compliance with
governmental regulations and changes in laws and regulations and
risks from investigations and legal proceedings could be costly
and could adversely affect operating results.

The consumer products and specialty retail sectors are subject
to regulation and intervention by governments throughout the
world. A target business operations in the United States
can be impacted by changes in the legal and business
environments in which we could operate, as well as the outcome
of ongoing government and internal investigations and legal
proceedings. Also, as a result of new laws and regulations or
other factors, we could be required to curtail or cease certain
operations. Changes that could impact the legal environment
include new legislation, new regulation, new policies,
investigations and legal proceedings and new interpretations of
the existing legal rules and regulations. In particular, changes
in export control laws or exchange control laws, additional
restrictions on doing business in countries subject to
sanctions. Changes that impact the business environment include
changes in accounting standards, changes in environmental laws,
changes in tax laws or tax rates , the resolution of audits by
various tax authorities, and the ability to fully utilize any
tax loss carryforwards and tax credits. These changes could have
a significant financial impact on our future operations and the
way we conduct business.

Our results could
be adversely affected if the cost of compliance with
environmental, health and safety laws and regulations becomes
too burdensome.

We expect that our operations will be subject to federal, state
and local environmental and health and safety laws and
regulations, including those that impose workplace standards and
regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission,
release, discharge, treatment, storage and disposal of materials
and substances including solid and hazardous wastes. We
anticipate that after our initial business combination we will
be in material compliance with such laws and regulations and
that the cost of maintaining compliance will not have a material
adverse effect on our business, results of operations or
financial condition. However, due to the nature of our
operations and the frequently changing nature of environmental
compliance standards and technology, we cannot assure you that
future material capital expenditures will not be required in
order to comply with applicable environmental laws and
regulations, which may be too burdensome.

We may incur
significant costs in order to comply with environmental
remediation obligations.

In addition to operational standards, environmental laws also
impose obligations on various entities to clean up contaminated
properties or to pay for the cost of such remediation, often
upon parties that did not actually cause the contamination.
Accordingly, we may be liable, either contractually or by
operation of law, for remediation costs even if the contaminated
property is not presently owned or operated by us, is a landfill
or other location where

we have disposed wastes, or if the contamination was caused by
third parties during or prior to our ownership or operation of
the property. There can be no assurance that all potential
instances of soil or groundwater contamination will have been
identified, even for those properties where an environmental
site assessment has been conducted. We do not anticipate that
any of our remediation obligations will have a material adverse
effect upon our business, results of operations or financial
condition. However, future events, such as changes in existing
laws or policies or their enforcement or previously unknown
contamination, may give rise to additional unanticipated
remediation liabilities that may be material.

Subsequent to our
consummation of our business combination, we may be required to
take write-downs or write-offs, restructuring and impairment or
other charges that could have a significant negative effect on
our financial condition, results of operations and our stock
price, which could cause you to lose some or all of your
investment.

Even if we conduct extensive due diligence on a target business
or businesses with which we combine, we cannot assure you that
this diligence will identify all material issues that may exist
with respect to a particular target business or businesses, that
it would be possible to uncover all material issues through a
customary amount of due diligence, or that factors outside of
the target business or business and outside of our control will
not later arise. As a result of these factors, we may be forced
to later write-down or write-off assets, restructure our
operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence
successfully identifies certain risks, unexpected risks may
arise and previously known risks may materialize in a manner not
consistent with our preliminary risk analysis. Even though these
charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our
securities. In addition, charges of this nature may cause us to
violate net worth or other covenants to which we may be subject
as a result of assuming pre-existing debt held by a target
business or businesses or by virtue of our obtaining debt
financing in connection with a business combination.

Returns on
investment in companies with operations outside the United
States may be decreased by withholding and other
taxes.

If we effect a business combination with a target business or
businesses that operate in one or more countries outside of the
United States, we may incur tax risk, and income that might
otherwise not be subject to withholding of local income tax
under normal international conventions may be subject to
withholding in such countries. Any withholding taxes paid by us
on income from our investments in other countries may or may not
be creditable on our income tax returns. We intend to avail
ourselves of income tax treaties that are in place to seek to
minimize any withholding tax or local tax otherwise imposed in
other countries. However, there is no assurance that the local
tax authorities will recognize application of such treaties to
achieve a minimization of local tax.

If the
underwriter provides services to us after this offering, we may
pay the underwriter fair and reasonable fees that would be
determined at that time in arms length negotiations. Any
such negotiations could result in a conflict of
interest.

Although we are not under any contractual obligation to engage
the underwriter to provide any services for us after this
offering, the underwriter may, among other things, introduce us
to potential target businesses or assist us in raising
additional capital, as needs may arise in the future. If the
underwriter provides services to us after this offering, we may
pay such entity fair and reasonable fees that would be
determined at that time in arms length negotiations. Any
such negotiations could result in a conflict of interest.

The statements contained in this prospectus that are not purely
historical are forward-looking statements. Our forward-looking
statements include, but are not limited to, statements regarding
our or our managements expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The
words anticipates, believe,
continue, could, estimate,
expect, intend, may,
might, plan, possible,
potential, predict, project,
should, would and similar expressions
may identify forward-looking statements, but the absence of
these words does not mean that a statement is not
forward-looking. Forward-looking statements in this prospectus
may include, for example, statements about our:



ability to consummate a business combination with one or more
target businesses;



expectations regarding competition for business combination
opportunities and beliefs regarding the types of businesses that
we can purchase;



executive officers and directors allocating their time to other
businesses and conflicts of interest that might arise with our
executive officers and directors with respect to the allocation
of business opportunities and the consummation of any business
combination;



expectations regarding the involvement of our executive officers
following a business combination;



belief that upon completion of the sale of the private placement
warrants and this offering we will have sufficient funds to
operate for at least the next 24 months (or up to
30 months, if our stockholders approve an extension),
assuming that our business combination is not consummated during
that time;



estimate regarding the operating expenses of our business before
and after the consummation of our business combination and our
expectation that we may require additional financing to fund the
operations or growth of the target business or businesses;



expectations regarding the waiver of any right, title, interest
or claim of any kind in or to any monies held in the trust
account by all vendors, prospective target businesses or other
entities with whom we do business;



expectations regarding the timing of generating any revenues;



expectations regarding the trading of the units, common stock
and warrants on the AMEX; and



intention to make liquidating distributions to our public
stockholders as soon as reasonably possible if we have not
consummated our business combination and we are obligated to
terminate our corporate existence 24 months (or up to
30 months, if our stockholders approve an extension) after
the completion of this offering.

The forward-looking statements contained in this prospectus are
based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no
assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are
beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those
factors described under the heading Risk Factors.
Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws.

Working capital to cover miscellaneous expenses (potentially
including deposits or down payments for a proposed business
combination, legal, accounting and other expenses, including due
diligence expenses and reimbursement of out-of-pocket expenses
incurred in connection with the investigation, structuring and
negotiation of our business combination, director and officer
liability insurance premiums and reserves, legal and accounting
fees relating to SEC reporting obligations, brokers
retainer fees, consulting fees and finders fees) (5)

3,060,000

3,060,000

Total

$

3,300,000

$

3,300,000

(1)

A portion of the offering expenses
have been paid from the funds we received in the form of an
interest-free loan from J.W. Childs as described below. This
loan will be repaid out of the net proceeds of this offering.

Includes underwriting discount
equal to 3.5% of the gross proceeds from the sale of the units
in the offering, or $7,000,000 (or $8,050,000 if the
underwriters over-allotment option is exercised in full),
which will be deposited in the trust account and which the
underwriter has agreed to defer until the consummation of our
business combination. If we consummate our business combination,
$7,000,000 (or $8,050,000 if the underwriters
over-allotment option is exercised in full) will be paid to the
underwriter as the deferred underwriting discount (subject to a
$0.35 per share reduction for public stockholders who exercise
their conversion rights). If we fail to consummate our business
combination meeting the criteria described herein within the
required
24-month or
30-month
period, as applicable, the underwriter has agreed to waive its
right to the deferred underwriting discount.

(3)

The amount of net proceeds from
this offering and the sale of the private placement warrants not
held in the trust account will remain constant at $300,000 even
if the underwriters over-allotment option is exercised.

(4)

If we extend this period during
which we must consummate our business combination to
30 months after the consummation of this offering the
amount of administrative fees will be increased by $60,000 to an
aggregate of $300,000.

(5)

An aggregate of $3,300,000 will be
available to us for our working capital requirement which
consists of $300,000 of net offering proceeds not held in the
trust account and $3,000,000 of interest income earned (after
taxes payable) on the amounts held in the trust account, subject
to adjustment, will be available to us to pay for our working
capital requirements. However, if we determine that the size of
this offering should be increased other than in connection with
the exercise by the underwriter of its over-allotment option,
the amount of interest income earned on the trust account that
can be released to us to fund our working capital will be
increased proportionately.

After non-deferred expenses of this offering and the private
placement, $196,900,000 (or $225,850,000 if the
underwriters over-allotment option is exercised in full)
will be placed in a trust account maintained by Continental
Stock Transfer & Trust Company, acting as
trustee. Except for payment of taxes and interest income earned,
after taxes payable, on the trust account of up to $3,000,000,
subject to adjustment in the case of an increase in the size of
this offering other than in connection with the exercise by the
underwriter of its over-allotment option, to fund our working
capital requirements, the proceeds will not be released from the
trust account until the earlier of the consummation of our
business combination and our liquidation. All remaining proceeds
held in the trust account, including interest income earned
(after taxes payable) on the trust account, will be available
for use in consummating our business combination and for payment
of the deferred underwriting discount or will be released to
public stockholders upon exercise of their conversion rights or
to public stockholders entitled to receive liquidating
distributions upon our liquidation [(after payment or provision
for our then existing and estimated future liabilities)], as the
case may be. We may not use all of the funds remaining in the
trust account in connection with our business combination (and
related conversion rights), either because the consideration for
the business combination is less than the proceeds in the trust
account or because we finance a portion of the consideration
with our equity or debt securities. In that event, the remaining
proceeds held in the trust account will constitute working
capital for our business after our business combination.

We have allocated $300,000 of the net proceeds from this
offering and proceeds from the sale of the private placement
warrants to fund a portion of our working capital. We intend to
fund the majority of our working capital requirements from a
portion of the interest income earned (after taxes payable) on
the trust account. Under the terms of the investment management
trust agreement, up to $3,000,000, subject to adjustment, of
interest income, after taxes payable, may be released to us in
such amounts and at such intervals as we request, subject to
availability. Although we do not know the rate of interest to be
earned on the trust account and are unable to predict an exact
amount of time it will take to complete a business combination,
we believe that following the completion of this offering, it
will take some time to find a prospective target business and
take all of the steps necessary to complete a business
combination. We anticipate that the interest that will accrue on
the trust account during the time it will take to identify a
target and complete an acquisition will be sufficient to fund
our working capital requirements. However, if interest payments
are not sufficient to fund these requirements, or are not
available to fund the expenses at the time we incur them, we may
be

required to seek loans or additional investments from our
executive officers, directors or existing holders or from third
parties. However, none of our executive officers, directors or
existing holders or any third party is under any obligation to
advance funds to us or to invest in us in such circumstances.

If we determine that the size of this offering should be
increased or the underwriter exercises its over-allotment
option, the amount of interest we may withdraw from the trust
account to fund our working capital will be increased
proportionately. If the underwriter exercises its over-allotment
option in full, the amount per share held in the trust account
will be reduced from approximately $9.85 to approximately $9.82.
In addition, assuming a 20% increase in the size of this
offering, the per-share conversion or liquidation price could
decrease further by as much as approximately $0.04.

Our operating expenses prior to our business combination will
include, but not be limited to, deposits or down payments for a
proposed business combination, legal, accounting and other
expenses, including due diligence expenses and reimbursement of
out-of-pocket expenses incurred in connection with the
investigation, structuring and negotiation of our business
combination, director and officer liability insurance premiums
and reserves, legal and accounting fees relating to SEC
reporting obligations, brokers retainer fees, consulting
fees and finders fees. We expect that due diligence of
prospective target businesses will be performed by some or all
of our executive officers and directors and J.W. Childs and
Sawaya Segalas employees, and also that it may include
engaging an accounting firm or other third-party consultants. No
compensation of any kind (including finders and consulting
fees) will be paid to any of our executive officers or
directors, or any of our or their affiliates, for services
rendered to us prior to or in connection with the consummation
of our business combination, including in connection with such
due diligence activities. However, our executive officers and
directors and employees of J.W. Childs and Sawaya Segalas will
receive reimbursement for any out-of-pocket expenses (such as
travel expenses) incurred by them in connection with activities
on our behalf, such as identifying potential target businesses
and performing due diligence on a suitable business combination,
and J.W. Childs will be entitled to receive payments of an
aggregate of $10,000 per month for office space, secretarial and
administrative services. We believe that, based on rents and
fees for similar services in Boston, Massachusetts, the fees
charged by J.W. Childs are at least as favorable as we could
have obtained from unaffiliated third parties. All payments made
to our executive officers, directors and existing holders and
our or their affiliates, other than the $10,000 per month
payment described above, and any payments made to members of our
audit committee must be reviewed and approved by a majority of
our disinterested directors.

While it is difficult to determine what the specific operating
expenses of our business after consummation of our business
combination may be, we expect that they may include some or all
of the following: capital expenditures, general ongoing
expenses, including overhead, payroll and costs involved in
expanding markets and in developing strategic acquisitions or
alliances. In addition, we may use any remaining proceeds held
in the trust account to satisfy any unpaid reimbursable
out-of-pocket expenses incurred by our executive officers and
directors, as well as any unpaid finders fees or similar
fees or compensation, to the extent such expenses, fees or
compensation exceed the sum of the available proceeds not
deposited in the trust account and proceeds properly
withdrawable by us from the trust account.

In addition, it is also possible that we could use a portion of
the funds not in the trust account to pay finders fees,
consulting fees or other similar compensation, or make a deposit
or down payment or fund a no-shop provision with
respect to a particular proposed business combination, although
we do not have any current intention to do so. In the event that
we were ultimately required to pay or forfeit such funds
(whether as a result of our breach of the agreement relating to
such payment or otherwise), if the amount were large enough and
we had already used up the other funds available to us, we could
be left with insufficient funds to

continue searching for other potential target businesses or
otherwise fund our business. In such case, if we were unable to
secure additional financing, we would most likely fail to
consummate a business combination in the allotted time and be
forced to liquidate.

We believe that amounts not held in the trust account as well as
the interest income earned (after taxes payable) on the trust
account of up to $3,000,000, subject to adjustment, that may be
released to us will be sufficient to pay our costs prior to, and
in connection with, our business combination as contemplated
herein. This belief is based on the fact that in-depth due
diligence will most likely be undertaken only after we have
negotiated and signed a letter of intent or other preliminary
agreement that addresses the terms of our business combination.
However, if our estimate of the costs of undertaking in-depth
due diligence and negotiating our business combination is less
than the actual amount of such costs, we may be required to
raise additional capital, the availability, amount and cost of
which is currently unascertainable and cannot be assured. To the
extent that such costs exceed the amounts not held in the trust
account and the interest income earned (after taxes payable) on
the trust account of up to $3,000,000, subject to adjustment,
that may be released to us from the trust account, such costs
may not be reimbursed by us unless and until we consummate a
business combination. The role of our executive officers and
directors after a business combination is uncertain and we have
no current ability to determine what remuneration, if any, will
be paid to our executive officers and directors after our
business combination. Our executive officers and directors may,
as part of any such business combination, negotiate the
repayment of some or all of the costs incurred by them that have
not been reimbursed by us prior to the business
combinations closing. If the target businesss owners
do not agree to such repayment, this could cause our executive
officers and directors to view such potential business
combination unfavorably and result in a conflict of interest.

If we do not have sufficient funds available to cover our costs,
we may be required to seek additional financing from our
executive officers, our directors, our existing holders or third
parties. We may not be able to obtain additional financing on
favorable terms, or at all, and no party, including our
executive officers, our directors, our existing holders or third
parties, is obligated to provide any additional financing to us.
If we fail to obtain the necessary additional financing, we may
be required to liquidate prior to consummating our business
combination.

J.W. Childs has loaned $200,000 to us for the payment of
offering expenses. The loan is interest free and payable on the
earlier of the completion of this offering or January 31,
2009.

The net proceeds of this offering and the proceeds from the sale
of the private placement warrants that are not immediately
required for the purposes set forth above, as well as the
deferred underwriting discount, will be held in the trust
account and invested only in United States government
securities within the meaning of Section 2(a)(16) of
the Investment Company Act having a maturity of 180 days or
less or in money market funds meeting certain conditions under
Rule 2a-7
promulgated under the Investment Company Act.

Other than (i) the repayment of the $200,000 loan described
above and (ii) administrative fees relating to office space
and administrative services provided to us, no compensation of
any kind, including finders and consulting fees, will be
paid to any of our executive officers, directors or existing
holders or any of their respective affiliates prior to or in
connection with the business combination. However, our executive
officers and directors may receive reimbursement for any
out-of-pocket expenses incurred by them in connection with
activities on our behalf as described above, such as identifying
potential target businesses and performing due diligence on
suitable business combinations.

A public stockholder will be entitled to receive funds from the
trust account, including interest income earned on their pro
rata portion of the funds in the trust account (after
(i) taxes payable, (ii) release of up to $3,000,000 of
interest income earned, subject to adjustment, after taxes
payable, to fund our working capital requirements and
(iii) release of up to $125,000 that

we may request the trustee to pay for liquidation costs and
expenses) only in the event of our liquidation upon our failure
to consummate our business combination meeting the criteria
described herein prior
to ,
2010
(or
2011, if our stockholders approve an extension) or if a public
stockholder were to seek to convert shares of our common stock
into cash in connection with our business combination that the
public stockholder previously voted against and which we
actually consummate (except as limited under Risk
FactorsRisks Relating to Our Business
CombinationPublic stockholders, together with any
affiliates of theirs or any other person with whom they are
acting in concert or as a group, will be restricted from seeking
conversion rights with respect to more than 10% of the shares of
common stock included in the units being sold in this
offering). In no other circumstances will a public
stockholder have any right or interest of any kind to or in the
trust account.

We have not paid any dividends on our common stock to date.
Prior to consummating our business combination, which is subject
to approval by our public stockholders, substantially all of our
earnings will consist of interest income earned on funds in the
trust account that are required to be held therein until
consummation of our business combination and our liquidation,
except as set forth in the next sentence. Both (i) interest
income earned on the trust account balance to pay any income
taxes on such interest income and (ii) interest income
earned, after taxes payable, on the trust account of up to
$3,000,000 (subject to adjustment in the case of an increase in
the size of this offering other than in connection with the
exercise by the underwriter of its over-allotment option), to
fund our working capital requirements, including, in such an
event, the costs of our liquidation may be released to us from
the trust account. Accordingly, our board of directors does not
anticipate declaring any dividends on our common stock in the
foreseeable future. The payment of dividends, if any, after our
business combination will be contingent upon our historical and
anticipated financial condition, revenues, earnings, liquidity
and cash flows, if any, capital and tax requirements,
contractual prohibitions and limitations and applicable law and
will be within the sole discretion of our board of directors.

The difference between the public offering price per share of
common stock, assuming no value is attributed to the warrants
included in the units, and the pro forma net tangible book value
per share of our common stock after this offering and the sale
of the private placement warrants constitutes the dilution to
investors in this offering. Net tangible book value per share is
determined by dividing our net tangible book value, which is our
total tangible assets less total liabilities (including the
value of common stock that may be converted into cash), by the
number of outstanding shares of our common stock. The
information below assumes the payment in full of the
underwriting discount and commissions, including amounts held in
the trust account, no exercise of the underwriters
over-allotment option and a corresponding forfeiture of 750,000
initial units by our existing holders.

As of March 3, 2008, our net tangible book value was a
deficiency of $106,000, or approximately $0.02 per share of
common stock. After giving effect to the sale of
20,000,000 shares of common stock included in the units
(but excluding shares of common stock issuable upon exercise of
the warrants included in the units) in this offering and the
sale of the private placement warrants, and the deduction of
underwriting discount and estimated expenses of this offering,
our pro forma net tangible book value (as decreased by the value
of 7,999,999 shares of common stock which may be converted
into cash) as of March 3, 2008 would have been $114,224,010
or approximately $6.72 per share, representing an immediate
increase in net tangible book value of approximately $6.74 per
share to our existing holders and an immediate decrease in net
tangible book value of approximately $3.28 per share or
approximately 32.8% to new investors not exercising their
conversion rights.

The following table illustrates the dilution to the new
investors on a per share basis, assuming no value is attributed
to the warrants included in the units:

Initial public offering price

$

10.00

Net tangible book value (deficit) before this offering and the
sale of the private placement warrants

$

(0.02

)

Increase attributable to new investors in this offering and the
sale of the private placement warrants

6.74

Pro forma net tangible book value after this offering and the
sale of the private placement warrants

The pro forma net tangible book value per share after this
offering and the sale of the private placement warrants is
calculated as follows:

Numerator:

Net tangible book value before this offering and the sale of the
private placement warrants

$

(106,000

)

Offering costs incurred in advance and excluded from net
tangible book value

130,000

Net proceeds from this offering and the sale of the private
placement warrants (excluding the deferred underwriting
discount) (1)

193,000,000

Less: Proceeds held in the trust account subject to conversion
to cash

(78,799,990

)

Total net tangible book value after this offering and the sale
of the private placement warrants (2)

$

114,224,010

Denominator:

Shares of common stock outstanding prior to this offering and
the sale of the private placement warrants (3)

5,000,000

Shares of common stock included in the units being sold in this
offering

20,000,000

Less: Shares subject to conversion (4)

(7,999,999

)

Total shares of common stock

17,000,001

(1)

Assumes no exercise of the
underwriters over-allotment option and excludes 750,000
initial units subject to forfeiture. Includes $300,000 of net
offering proceeds not held in the trust account for our benefit.
Assumes the forfeiture of $2,800,000 of the deferred
underwriting discount.

(2)

Includes the deduction for the
deferred underwriting discount (approximately $0.35 per share,
or $7,000,000 in the aggregate) which will be distributed to the
underwriter upon closing of our business combination.

(3)

Assumes no exercise of the
underwriters over-allotment option and excludes 750,000
initial units subject to forfeiture.

(4)

This table notes that we may be
required to convert up to a maximum of 7,999,999 shares
into cash in connection with our business combination.

The following table sets forth information with respect to our
initial holder and the public stockholders:

Average

Shares Purchased

Total Consideration

Price

Number

Percentage

Amount

Percentage

Per Share

Initial holder

5,000,000

(1)

20

%

$

25,000

0.01

%

$

0.004

Public stockholders

20,000,000

80

%

200,000,000

99.99

%

$

10.000

Total

25,000,000

100

%

200,025,000

100.00

%

(1)

Assumes no exercise of the
underwriters over-allotment option and excludes 750,000
initial units subject to forfeiture.

an as adjusted basis to give effect to (i) the sale of the
initial units to our sponsor, (ii) the sale of the private
placement warrants, (iii) the application of the estimated
net proceeds derived from the sale of such securities to repay
the note payable and (iv) the forfeiture of
750,000 shares of common stock by our existing holders.

As of March 3, 2008

Actual

As Adjusted

(restated)

Notes payable (1)

$

200,000

$



Common stock, $0.0001 par value, 0; and 7,999,999 shares
which are subject to possible conversion, shares at conversion
value (2)

We issued a promissory note in the
amount of $200,000 to J.W. Childs. The note is non-interest
bearing and is payable on the earlier of the completion of this
offering or January 31, 2009.

(2)

If we consummate our business
combination, the conversion rights afforded to our public
stockholders, other than our existing holders, may result in the
conversion into cash of up to 7,999,999 shares of common
stock included in the units being sold in this offering at a per
share conversion price equal to the amount in the trust account
(including the amount representing the deferred portion of the
underwriting discount), inclusive of any interest income earned
thereon (after taxes payable on such interest income and after
release of up to $3,000,000, subject to adjustment in the case
of an increase in the size of this offering other than in
connection with the exercise by the underwriter of its
over-allotment option, of interest income earned, after taxes
payable, thereon, to fund our working capital requirements), as
of two business days prior to the proposed consummation of our
business combination, divided by the number of shares of common
stock included in the units being sold in this offering.

(3)

Assumes that the underwriters
over-allotment option is not exercised.

We are a blank check company recently formed under the laws of
the State of Delaware for the purpose of acquiring one or more
businesses through a merger, capital stock exchange, stock
purchase, asset acquisition, reorganization or other similar
business combination. We do not have any specific business
combination under current consideration or contemplation and we
have not, nor has anyone on our behalf, contacted any potential
target businesses or had any discussions, formal or otherwise,
with respect to such a transaction or taken any direct or
indirect measures to locate a specific target business or
consummate a business combination. We intend to focus initially
on businesses in the consumer products and specialty retail
sectors, but we may pursue opportunities in other industries.
Our search will be primarily focused on businesses in North
America, but we may explore opportunities in other geographic
regions. We intend to effect a business combination using cash
from the net proceeds of this offering and the proceeds from the
sale of the private placement warrants, the issuance of
additional equity, the incurrence of debt or a combination of
cash, stock and debt.

The issuance of additional equity or the incurrence of debt
could have material consequences on our business, prospects,
financial condition, liquidity and results of operations. Our
issuance of additional equity (including, upon conversion of
convertible debt securities) may:



significantly dilute the equity interests of our public
stockholders;



cause a change in control if a substantial number of our shares
of common stock or voting preferred stock are issued, which may
affect, among other things, our ability to use our net operating
loss carry forwards, if any, and also may result in the
resignation or removal of one or more of our current executive
officers and directors;



subordinate the rights of holders of common stock if we issue
preferred stock with rights senior to those afforded to our
common stock;



have the effect of delaying or preventing a change of control of
us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us; and



adversely affect prevailing market prices for our common stock.

Similarly, our incurrence of debt may:



lead to default and foreclosure on our assets if our operating
revenues and cash flows after a business combination are
insufficient to pay our debt obligations;



cause an acceleration of our obligations to repay the debt, even
if we make all principal and interest payments when due, if we
breach the covenants contained in the terms of the debt
documents, such as covenants that require the maintenance of
certain financial ratios or reserves, without a waiver or
renegotiation of such covenants;



create an obligation to repay immediately all principal and
accrued interest, if any, upon demand to the extent any debt is
payable on demand;



require us to dedicate a substantial portion of our cash flows
to pay principal and interest on our debt, which will reduce the
funds available for working capital, capital expenditures,
acquisitions and other general corporate purposes;



limit our flexibility in planning for and reacting to changes in
our business and in the industry in which we will operate;

make us more vulnerable to adverse changes in general economic,
industry and competitive conditions and adverse changes in
government regulation;



limit our ability to borrow additional amounts for working
capital, capital expenditures, acquisitions, debt service
requirements, execution of our strategy or other purposes; and



place us at a disadvantage compared to our competitors who are
less leveraged.

Results of
Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any
revenues to date. Our entire activity since inception has been
to issue the initial units and to prepare for our proposed
fundraising through this offering and the sale of the private
placement warrants that will occur immediately prior to the
completion of this offering. Following this offering, we will
not generate any operating revenues until after consummation of
our business combination. We will generate non-operating income
in the form of interest income on cash and cash equivalents
after this offering. Immediately after the offering, we will
begin paying monthly fees of $10,000 per month to J.W. Childs
for office space and administrative services and expect to incur
substantially increased expenses after this offering as a result
of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as expenses in
connection with the pursuit of our business combination.

Liquidity and
Capital Resources

Our liquidity needs have been satisfied to date through receipt
of $25,000 in subscriptions for the initial units from our
sponsor and a loan of $200,000 from J.W. Childs as more fully
described herein.

We estimate that the net proceeds from the sale of the units in
this offering and the sale of the private placement warrants in
the private placement will be $190,200,000 (or $218,100,000) if
the underwriters over-allotment option is exercised in
full), after deducting offering expenses of approximately
$800,000 and the underwriting discount of approximately
$14,000,000 (or $16,100,000 if the underwriters
over-allotment option is exercised in full). As a result of the
deferral of the underwriting discount of $7,000,000 (or
$8,050,000 if the underwriters over-allotment option is
exercised in full), $196,900,000 (or $225,850,000 if the
underwriters over-allotment is exercised in full) will be
held in the trust account and $300,000 will not be held in the
trust account. Funds not held in the trust account and interest
income earned (after taxes payable) on the trust account of up
to $3,000,000, subject to adjustment as described below, will be
used by us to fund our working capital requirements. If we
consummate our business combination, we will use $7,000,000 (or
$8,050,000 if the underwriters over-allotment option is
exercised in full) of the net proceeds held in the trust account
to pay the deferred underwriting discount (subject to a $0.35
per share reduction for public stockholders who exercise their
conversion rights). All the remaining net proceeds of this
offering and the proceeds from the sale of the private placement
warrants in the trust account, after the payment of deferred
underwriting discount, including interest income earned (after
taxes payable) on the trust account, will be available for use
in consummating our business combination or will be released to
public stockholders upon exercise of their conversion rights or
to public stockholders entitled to receive liquidation
distribution upon our liquidation, as the case may be. We may
not use all of the proceeds in the trust account in connection
with our business combination (and related conversion rights),
either because the consideration for the business combination is
less than the proceeds in a trust account or because we finance
a portion of the consideration with our equity or debt. In that
event, the proceeds held in the trust account, as well as
proceeds held outside the trust account that have not been
expended, will be used to finance the operations of the combined
business or businesses.

We have allocated $300,000 of the net proceeds from this
offering and the proceeds from the sale of the private placement
warrants to fund a portion of our working capital. We intend to
fund the majority of our working capital requirements from a
portion of the interest income earned (after taxes payable) on
the trust account. Under the terms of the investment management
trust agreement, up to $3,000,000 of interest income, subject to
adjustment, after taxes payable, may be released to us in such
amounts and at such intervals as we request, subject to
availability. Although we do not know the rate of interest to be
earned on the trust account and are unable to predict an exact
amount of time it will take to complete a business combination,
we believe that following the completion of this offering it
will take some time to find a prospective target and take all of
the steps necessary to complete a business combination. We
anticipate that the interest that will accrue on the trust
account during the time it will take to identify a target and
complete an acquisition will be sufficient to fund our working
capital requirements. However, if interest payments are not
sufficient to fund these requirements, or are not available to
fund the expenses at the time we incur them, we may be required
to seek loans or additional investments from our executive
officers, directors or existing holders or from third parties.
However, none of our executive officers, directors or existing
holders or any third parties are under any obligation to advance
funds to us or to invest in us in such circumstances.

If we determine that the size of this offering should be
increased or the underwriter elects to exercise its
over-allotment option, the amount of interest income we may
withdraw from the trust account to fund our working capital will
be increased proportionately. If the underwriter exercises its
over-allotment option in full, the amount per share held in
trust will be reduced from approximately $9.85 to approximately
$9.82. In addition, assuming a 20% increase in the size of this
offering, the per-share conversion or liquidation price could
decrease further by as much as approximately $0.04.

Our operating expenses prior to our business combination will
include, but not be limited to, deposits or down payments for a
proposed business combination, legal, accounting and other
expenses, including due diligence expenses and reimbursement of
out-of-pocket expenses incurred in connection with the
investigation, structuring and negotiation of our business
combination, director and officer liability insurance premiums
and reserves, legal and accounting fees relating to SEC
reporting obligations, brokers retainer fees, consulting
fees and finders fees. We expect that due diligence of
prospective target businesses will be performed by some or all
of our executive officers and directors and J.W. Childs and
Sawaya Segalas employees, and also that it may include
engaging an accounting firm or other third-party consultants. No
compensation of any kind (including finders and consulting
fees) will be paid to any of our executive officers or
directors, or any of our or their affiliates, for services
rendered to us prior to or in connection with the consummation
of our business combination, including in connection with such
due diligence activities. However, our executive officers and
directors and employees of J.W. Childs and Sawaya Segalas will
receive reimbursement for any out-of-pocket expenses (such as
travel expenses) incurred by them in connection with activities
on our behalf, such as identifying potential target businesses
and performing due diligence on a suitable business combination,
and J.W. Childs will be entitled to receive payments of an
aggregate of $10,000 per month for office space, secretarial and
administrative services. We believe that, based on rents and
fees for similar services in Boston, the fees charged by J.W.
Childs are at least as favorable as we could have obtained from
unaffiliated third parties. All payments made to our existing
holders, executive officers and directors and our or their
affiliates, other than the $10,000 per month payment described
above, and any payments made to members of our audit committee,
must be reviewed and approved by a majority of our disinterested
directors.

We do not believe we will need to raise additional funds
following this offering in order to meet the expenditures
required for operating our business prior to our business
combination.

However, we are relying on interest income earned (after taxes
payable) on the trust account of up to $3,000,000, subject to
adjustment, to fund such expenditures, and to the extent that
the interest income earned is below our expectation, we may have
insufficient funds available to operate our business prior to
our business combination. Moreover, we will need to raise
additional funds through the incurrence of debt or the issuance
of additional equity if we become obligated to convert into cash
a significant number of shares from dissenting stockholders.
Subject to compliance with applicable securities laws, we would
only consummate such financing simultaneously with the
consummation of a business combination.

Our business combination must be with one or more businesses
whose fair market value, individually or collectively, is equal
to at least 80% of the balance in the trust account (less the
deferred underwriting discount, taxes payable and amounts
disbursed to us for working capital purposes) at the time of
such business consummation. Accordingly, prior to 24 months
(or up to 30 months, if our stockholders approve an
extension) following the completion of this offering, we will
seek to consummate our business combination with a business or
businesses whose fair market value is equal to at least
approximately $151,920,000, assuming no exercise of the
underwriters over-allotment option. We believe that our
available working capital following this offering, together with
the issuance of additional equity and/or the incurrence of debt,
would support the acquisition of such a target business. Such
debt may take the form of a working capital or long-term debt
facility, high-yield notes or mezzanine debt financing and,
depending upon the business of the target entity, inventory,
receivable or other secured asset-based financing. The mix of
additional equity and/or debt would depend on many factors. The
proposed funding for any such business combination would be
disclosed in the proxy statement relating to the required
stockholder approval. We would only consummate such financing
simultaneously with the consummation of our business
combination. We will only seek stockholder approval of such
financing as an item separate and apart from the approval of the
overall transaction if such separate approval was required by
applicable securities laws or the rules of the AMEX or other
applicable securities exchange.

Controls and
Procedures

We do not currently, and are not currently required to, evaluate
the effectiveness of our internal control over financial
reporting pursuant to Section 404 of the Sarbanes-Oxley
Act. We will be required to evaluate the effectiveness of our
internal control over financial reporting for the fiscal year
ending December 31, 2009. As of the date of this
prospectus, we have not completed an assessment, nor have our
auditors tested our systems, of internal control over financial
reporting. We expect that we will assess the internal control
over financial reporting of our target business or businesses
preceding the consummation of a business combination and will
then adopt a schedule for implementation and testing of such
additional controls as we may determine are required to make an
assessment that we maintain an effective system of internal
control over financial reporting. A target business may not have
been, or may not be, in compliance with the provisions of the
Sarbanes-Oxley Act regarding the adequacy of its internal
control over financial reporting. Small and mid-sized target
businesses which we may consider for a business combination may
have internal control over financial reporting that need
improvement in areas such as:



staffing for financial, accounting and external reporting areas,
including segregation of duties;



reconciliation of accounts;



proper recordation of expenses and liabilities in the period to
which they relate;

Because it will take time, management involvement and perhaps
outside resources to determine what internal control
improvements are necessary for us to meet regulatory
requirements and market expectations for our operation of a
target business, we may incur significant expense in meeting our
public reporting responsibilities, particularly in the areas of
designing, enhancing or remediating internal control over
financial reporting and disclosure controls and procedures.
Doing so effectively may also take longer than we expect, thus
increasing our exposure to financial fraud or erroneous
financial reporting.

In connection with our managements report on internal
control over financial reporting, we will retain our independent
auditors to assess managements report on internal control
over financial reporting and to render its own opinion on such
internal controls when required by Section 404 of the
Sarbanes-Oxley Act. Additional matters concerning a target
businesss internal control over financial reporting may be
identified in the future when the assessment and testing is
performed.

Related Party
Transactions

On February 22, 2008, our sponsor purchased 5,750,000 of
our units from us for an aggregate purchase price of $25,000 in
cash, or approximately $0.004 per unit, in a private placement.
Prior to the completion of this offering, our independent
directors will
purchase
shares of our common stock directly from our sponsor at cost.

On March 11, 2008, we entered into an agreement with John
W. Childs and our officers and directors (other than independent
directors) or their affiliates pursuant to which they have
agreed to purchase an aggregate of 5,000,000 warrants at a
purchase price of $1.00 per warrant for an aggregate purchase
price of $5,000,000. These warrants will be purchased in a
private placement pursuant to an exemption from registration
contained in Section 4(2) of the Securities Act. The
private placement will occur immediately prior to completion of
this offering.

In addition, prior to the closing of this offering, John W.
Childs and our officers and directors (other than independent
directors) or their affiliates will enter into an agreement with
Deutsche Bank Securities Inc. in accordance with
Rule 10b5-1
under the Securities Act, pursuant to which they will place
limit orders for up to an aggregate of $15,000,000 of our common
stock commencing two business days after we file a preliminary
proxy statement relating to our business combination and ending
on the business day immediately preceding the record date for
the meeting of stockholders at which such business combination
is to be approved, or earlier in certain circumstances. The
limit orders will require John W. Childs and our officers and
directors (other than independent directors) or their affiliates
to purchase any of our shares of common stock offered for sale
at or below a price equal to the per-share value of the trust
account as of the date of our most recent annual report on
Form 10-K
or quarterly report on
Form 10-Q,
as applicable, filed prior to such purchase. The purchase of
such shares will be made by Deutsche Bank Securities Inc. or
another broker dealer mutually agreed upon by such firm and John
W. Childs. These purchases will be made in accordance with the
guidelines of
Rule 10b5-1
under the Exchange Act and so as to satisfy the conditions of
Rule 10b-18
under the Exchange Act whether or not it is available, and will
otherwise be subject to applicable law. John W. Childs and our
officers and directors (other than independent directors) or
their affiliates will agree to vote all shares of common stock
purchased pursuant to such limit orders will be voted in favor
of our business combination and in favor of an extension of our
corporate existence to up to 30 months from the date of
this prospectus in the event we have entered into a definitive
agreement for, but have not yet consummated, our business
combination. As a result, John W. Childs and our officers and
directors (other

than independent directors) or their affiliates may be able to
influence the outcome of our business combination or a proposed
extension. John W. Childs and our officers and directors (other
than independent directors) or their affiliates will not be
permitted to exercise conversion rights with respect to any
shares of common stock purchased pursuant to such limit orders
but it will participate in any liquidation distribution with
respect to such shares. Any portion of the $15,000,000 not used
for open market purchases of common stock will be applied to the
purchase of units from us, at a price of $10.00 per unit,
immediately prior to the consummation of our business
combination.

Our existing holders, the members of our sponsor and their
permitted transferees will be entitled to make up to three
demands that we register these securities including shares of
common stock issuable upon exercise of warrants pursuant to an
agreement to be signed prior to or on the date of this
prospectus. In addition, these holders have certain
piggy-back registration rights with respect to these
shares on registration statements filed subsequent to such date.
However, the registration rights agreement provides that we will
not permit any registration statement filed under the Securities
Act to become effective until termination of the applicable
lock-up
period. We will bear the expenses incurred in connection with
the filing of any such registration statements.

Our existing holders have waived their rights to participate in
any liquidating distributions occurring upon our failure to
consummate our business combination with respect to the initial
securities and the private placement warrants. Existing holders
will participate in any liquidating distributions with respect
to any shares of common stock acquired by them in connection
with or following this offering. In connection with any vote
required for our business combination, our existing holders have
agreed to vote all of the initial shares owned by them with
respect to our business combination and amending our certificate
of incorporation to provide for our perpetual existence in the
same manner that the majority of the shares of common stock
offered hereby are voted by our public stockholders. Our
existing holders also have agreed that if they acquire shares of
common stock in or following completion of this offering
(including the shares of common stock purchased pursuant to the
purchase commitment), they will vote all such acquired shares in
favor of our business combination and in favor of amending our
certificate of incorporation to provide for our perpetual
existence. Accordingly, our existing holders will not have any
conversion rights with respect to the shares of common stock
acquired by them. A stockholder is eligible to exercise its
conversion rights only if it votes against our business
combination that is ultimately approved and consummated.

J.W. Childs made us an interest-free loan of $200,000 for the
payment of offering expenses. The loan will be repaid upon the
earlier of the completion of this offering or January 31,
2009. Additionally, we will pay J.W. Childs a monthly fee of
$10,000 for general and administrative services, including
office space, utilities and secretarial support from the
completion of this offering until the earlier of our
consummation of a business combination and our liquidation. We
believe that, based on rents and fees for similar services in
Boston, Massachusetts, the fees charged by J.W. Childs are at
least as favorable as we could have obtained from unaffiliated
third parties.

We will reimburse our executive officers and directors for any
out-of-pocket business expenses incurred by them in connection
with certain activities on our behalf such as identifying and
investigating possible target businesses for our business
combination. There is no limit on the amount of accountable
out-of-pocket expenses reimbursable by us, which will be
reviewed only by our board of directors or a court of competent
jurisdiction if such reimbursement is challenged. To the extent
such out-of-pocket expenses exceed the available proceeds not
deposited in the trust account, such out-of-pocket expenses
would not be reimbursed by us unless we consummate our business
combination.

Other than the repayment of the $200,000 interest-free loan
described above, the payment of $10,000 per month to J.W. Childs
in connection with the office space and certain general and
administrative services rendered to us and reimbursement for
out-of-pocket expenses payable to our executive officers and
directors and employees of J.W. Childs and Sawaya Segalas,
no compensation of any kind, including finders and
consulting fees, will be paid to any of our executive officers,
directors, or existing holders or any of their respective
affiliates prior to or for any services they render in order to
consummate our business combination.

We have entered into a license agreement with J.W. Childs and
John W. Childs permitting us to use the corporate name
J.W. Childs prior to our business combination. We
are not obligated to pay J.W. Childs or John W. Childs for this
license.

We have agreed to indemnify our officers and directors against
certain liabilities and expenses. Prior to our business
combination, J.W. Childs will provide guarantees of certain of
our obligations to our officers and directors under the
indemnity agreements. We will not pay a fee for any such
guarantees.

All ongoing and future transactions between us and any of our
executive officers and directors or their respective affiliates,
including loans by our executive officers and directors, will be
on terms believed by us to be no less favorable than are
available from unaffiliated third parties and such transactions
or loans, including any forgiveness of loans, will require prior
approval in each instance by a majority of our independent
directors or the members of our board of directors who do not
have an interest in the transaction and who are not affiliated
with J.W. Childs or Sawaya Segalas, in either case who had
access, at our expense, to our attorneys or independent legal
counsel.

Quantitative and
Qualitative Disclosures about Market Risk

The net proceeds of this offering and the proceeds from the sale
of the private placement warrants, including amounts in the
trust account, will be invested in United States
government securities within the meaning of
Section 2(a)(16) of the Investment Company Act having a
maturity of 180 days or less or in money market funds
meeting certain conditions under
Rule 2a-7
promulgated under the Investment Company Act. Due to the
short-term nature of these investments, we believe there will be
no associated material exposure to interest rate risk.

As of March 3, 2008, we did not have any off-balance sheet
arrangements within the meaning of Item 303(a)(4)(ii) of
Regulation S-K
and did not have any commitments or contractual obligations of
the types contemplated by Item 303(a)(5) of
Regulation S-K,
other than as referred to in our financial statements and notes
thereto. No unaudited quarterly operating data is included in
this prospectus as we have conducted no operations to date.

We are a blank check company recently formed under the laws of
the State of Delaware for the purpose of acquiring one or more
businesses through a merger, capital stock exchange, stock
purchase, asset acquisition, reorganization or other similar
business combination. We do not have any specific business
combination under consideration or contemplation and we have
not, nor has anyone on our behalf, contacted any potential
target business or had any discussions, formal or otherwise,
with respect to such a transaction or taken any direct or
indirect measures to locate a specific target business or
consummate a business combination.

We will have until 24 months (or up to 30 months if
our stockholders approve an extension) following completion of
this offering to consummate a business combination. If we fail
to consummate a business combination within the required time
frame, we will implement our dissolution and liquidation plan,
as described in this prospectus.

Business
Strategy

We will seek to capitalize on the substantial deal sourcing,
investing and operating expertise of our management team to
identify, acquire and operate a middle-market business in the
consumer products or specialty retail sectors operating
primarily in North America, although we may pursue acquisition
opportunities in other sectors or in other geographic regions.
We believe that consumer products and specialty retail
businesses possess attractive investment attributes compared to
other sectors including strong brand franchises, barriers to
competition, lower capital requirements and lower technology
risks. Our Chairman, John W. Childs, our President, Adam L.
Suttin, and other members of our management team have extensive
experience acquiring and operating businesses across various
sectors, but primarily focused in the consumer products and
specialty retail sectors. Our Vice Chairman and Executive Vice
President, Fuad Sawaya, has over 20 years experience in
sourcing, structuring and negotiating control investments in
consumer businesses. All of our executives are either
professionals with J.W. Childs, a private equity firm founded by
Mr. Childs and Mr. Suttin in 1995 to make investments
in middle market growth businesses, or, in the case of
Mr. Sawaya, a principal of Sawaya Segalas, an investment
bank providing financial advisory services to the consumer
sector. J.W. Childs has invested approximately $3 billion
of equity capital in 40 businesses with an aggregate enterprise
value (which includes all equity investment and incurred and
assumed net indebtedness) at the time of investment of over
$12 billion. In addition, 19 of these portfolio companies
have made follow-on acquisitions.

We believe that our sourcing of acquisition candidates will
benefit from the involvement of Mr. Sawaya in our
management and the network of relationships that Mr. Sawaya
and Sawaya Segalas, of which Mr. Sawaya is a
principal, have developed. Sawaya Segalas financial
advisory business serves a diverse set of clients around the
world. Sawaya Segalas has expertise in the consumer sector, with
a focus on the
over-the-counter
medicine, personal care, household products, housewares and food
and beverage sectors. The Sawaya Segalas team of investment
bankers will be additional resources to us as we seek to
identify acquisition candidates.

Our management team has generated attractive investment returns
through an operationally intensive approach that focuses on
increasing stockholder value through growing revenue (through
organic growth and acquisitions) and improving the efficiency of
business and manufacturing processes. Consistent with this
strategy, we have identified the following general criteria and
guidelines that we believe are important in evaluating
prospective target businesses. We will use these criteria and
guidelines in evaluating acquisition opportunities,

but we may decide to enter into a business combination with a
target business that does not meet these criteria and guidelines.



Middle-Market Growth Business. We will seek to
acquire one or more growth businesses with an enterprise value
ranging from $750 million to $1.25 billion. We believe
that our focus on businesses in this segment of the middle
market will offer us a substantial number of potential business
targets that we believe can achieve and maintain significant
revenue and earnings growth. We do not intend to acquire
start-up
companies.



Strong Competitive Industry Position. We will
seek to acquire one or more businesses that operate within
segments of the consumer products and specialty retail sectors
that have strong fundamentals. The factors we will consider
include growth prospects, competitive dynamics, level of
consolidation, need for capital investment and barriers to
entry. Within these sectors, we will focus on companies that
have a leading or niche market position. We will analyze the
strengths and weaknesses of target businesses relative to their
competitors, focusing on product quality, customer loyalty, cost
impediments associated with customers switching to competitors,
patent protection and brand positioning. We will seek to acquire
one or more businesses that demonstrate advantages when compared
to their competitors, which may help to protect their market
position and profitability.



Business with Revenue and Earnings Growth
Potential. We will seek to acquire one or more
businesses that have the potential for revenue and earnings
growth through our operationally intensive approach led by
members of our management team. Members of our management team
have long and successful records of building stockholder value
through a combination of brand and new product development,
expense reduction and synergistic follow-on acquisitions.



Companies with Potential for Strong Free Cash Flow
Generation. We will seek to acquire one or more
businesses that have the potential to generate strong and stable
free cash flow. We will focus on one or more businesses that
have predictable, recurring revenue streams and low working
capital and capital expenditure requirements. We may also seek
to prudently leverage this cash flow in order to enhance
stockholder value.



Business with Experienced and Motivated Management
Teams. We will seek to acquire one or more
businesses with an experienced management team that has a strong
track record, has achieved superior performance and has a
substantial personal economic stake in the performance of the
acquired business. We expect to implement a management equity
incentive plan that will align management of the acquired
business with the interests of our stockholders.

Competitive
Strengths

We believe we have the following competitive strengths:

Acquisition and
Sourcing Expertise

Our management team has substantial expertise acquiring
businesses across many sectors, including the consumer products
and specialty retail sectors. All the members of our management
team have been associated with J.W. Childs, a private equity
firm making investments in middle market growth companies. Since
its founding by Messrs. Childs and Suttin in 1995, J.W.
Childs has sponsored three equity capital funds which, together
with related co-investors, have invested an aggregate of
approximately $3 billion of equity capital in 40 portfolio
companies with an aggregate enterprise value at the time of
investment in excess

of $12 billion. In addition over 19 of these portfolio
companies have made follow-on acquisitions.

Over 75% of the investments led by members of our management
team have been investments in businesses in the consumer
products and specialty retail sectors, including The Meow Mix
Company, a manufacturer and distributor of premium cat food;
Sunny Delight Beverages Co., a producer of juice beverages; Bass
Pro Shops, Inc., a fishing and hunting goods retailer;
Brookstone, Inc., a specialty retailer and product development
company; American Safety Razor Company, a manufacturer of
personal care products; Personal Care Group, Inc., a branded
personal care products company with brands including Chubs, Wet
Ones, Binaca, and Mr. Bubble; Beltone Electronics
Corporation, a manufacturer and distributor of hearing
instruments; Pinnacle Foods Group Inc., a producer and marketer
of branded frozen and dry foods with brands including Duncan
Hines, Aunt Jemima, Vlasic and Lenders; and Esselte Ltd.,
a manufacturer and marketer of filing and workspace products
with brands including Pendaflex, Oxford and Leitz. Prior to
founding J.W. Childs, Mr. Childs served as Senior Managing
Director of the Thomas H. Lee Company, a private equity firm,
and led the teams investing in Snapple Beverage Corp., a
producer of beverages, and Ghirardelli Chocolate Company, a
producer of chocolate products.

Over the course of their careers, our management team has
developed a broad network of contacts and corporate
relationships that has served as an extremely useful source of
investment opportunities. This network has been developed
through:



our management team successfully acquiring and financing
businesses;



the reputation of our management team for integrity and fair
dealing with sellers, financing sources and target management
teams; and



the experience of our management team in closing and financing
transactions under varying economic and financial market
conditions.

This network has provided our management team with a steady flow
of referrals that have resulted in numerous transactions which
were proprietary or where a limited group of investors were
invited to participate in the sale process. We believe that the
network of contacts and relationships of our management team
will provide us with an important source of investment
opportunities. In addition, we anticipate that target business
candidates will be brought to our attention from various
unaffiliated sources, including investment market participants,
private equity funds and large business enterprises seeking to
divest non-core brands or divisions.

Our management team has broad experience acquiring businesses
from a wide variety of sellers in different transaction
structures, including, the acquisition of brands or divisions
from larger companies selling non-core or under performing
businesses (The Meow Mix Company and Sunny Delight Beverages
Co.), the acquisition of family-owned businesses (Beltone
Electronics Corporation and Snapple Beverages Corp..), the
acquisition of publicly-owned companies (American Safety Razor
Company and Esselte Ltd.), and the acquisition of businesses
from private equity firms (Pinnacle Foods Group Inc. and
Advantage Sales and Marketing, Inc.). Additionally, the
operating expertise of our management team has enabled J.W.
Childs to pursue acquisitions of businesses where brands were
being acquired with limited continuing management or with
management succession issues for family run and controlled
businesses.

Operating
Expertise

As a result of the acquisition and management of 40 businesses
during the past 20 years, Mr. Childs and the other
members of our management team have developed substantial
expertise in operating middle market growth businesses. Members
of our management team have been responsible for the
implementation of the business plan for portfolio companies

and have worked closely with management on a variety of business
and strategic initiatives, including operational improvements,
brand strategies, increasing productivity, expense reduction,
personnel, new market opportunities and acquisitions.
Additionally, our Vice Chairman and Executive Vice President,
William Watts, and our Vice Presidents, Raymond Rudy and Arthur
Byrne have served as chief executive officers of multiple
businesses and have served as operating partners of J.W. Childs,
providing direct and active management expertise for many of the
J.W. Childs portfolio companies. As operating partners
Messrs. Watts, Rudy and Byrne have been involved in all
aspects of selecting investments, including sourcing investment
opportunities and due diligence, and have taken direct
responsibility for the implementation of the business plans by
serving as interim executives or chairman of the board of many
of the J.W. Childs portfolio companies.

Mr. Watts served as the President and Chief Executive
Officer of General Nutrition Companies, a retailer of vitamin
supplements, from 1991 to 2001. During his tenure as Chief
Executive Officer, General Nutrition opened over 4,000 new
stores and generated sales and earnings growth in excess of 15%
earnings per annum. Since joining J.W. Childs as an operating
partner in 2001, Mr. Watts has served as Chairman of
Murrays Discount Auto Stores, where he recruited new
senior management and redesigned the companys operating
plan, leading to a successful sale to a strategic buyer.

Mr. Rudy served as Deputy Chairman of Snapple Beverage
Corp. from 1992 until its sale in 1994, where he was responsible
for all of Snapples international activities and played a
key role in recruiting senior executives to direct
Snapples rapid growth. Mr. Rudy served as President
of Best Foods Affiliates of PC International from 1987 to 1989,
President and Chief Executive Officer of Arnold Foods Company
from 1984 to 1986, President of Oroweat Foods Company from 1979
to 1984 and various executive positions at General Foods
Corporation from 1973 to 1979. Since joining J.W. Childs as an
operating partner in 1995, Mr. Rudy served as Chairman of
The Meow Mix Company, where he played a significant role in the
acquisition of the Meow Mix brands from Purina Pet Care Company
and the formation and growth of The Meow Mix Company as a
stand-alone pet food company. Mr. Rudy also played a
significant role in the acquisition of the Sunny Delight
Beverages Co. brands from The Procter & Gamble Company
and currently serves as Chairman of Sunny Delight Beverages Co.

Mr. Byrne served as Chairman, President and Chief Executive
Officer of Wiremold Company, a manufacturer of wire and cable
management solutions, from 1991 until 2002, where he
successfully employed lean management processes to substantially
improve productivity. Previously, Mr. Byrne has served in
various executive positions with Danaher Corporation and General
Electric Company. Mr. Byrne is widely considered to be one
of the leading experts on lean management and he has
successfully implemented these processes at Esselte Ltd., and
W/S Packaging Group, Inc., a manufacturer of pressure sensitive
labels.

As a result of this operating expertise, our management team has
been able to significantly enhance the value of many of the J.W.
Childs portfolio companies:



Beltone Electronics Corporation: In 1997,
Messrs. Childs and Rudy led the acquisition of Beltone, a
hearing instrument manufacturer and distributor in the United
States, from Beltones founding family. Mr. Rudy as
Chairman and Mr. Childs as a director recruited a new
management team that implemented wide-ranging improvements in
manufacturing productivity and systems and distribution
capabilities. In 1999, Beltone acquired the hearing instrument
business of Royal Phillips Electronics which gave Beltone an
expanded international presence, greater access to technology
and low-cost digital chip capabilities.



American Safety Razor Company: In 1999,
Messrs. Childs, Suttin and Rudy led the acquisition of
American Safety Razor Company, a leading manufacturer of private
label shaving razors and blades. Prior to this acquisition,
American Safety Razor Company was

a public company. Messrs. Childs, Suttin and Rudy recruited
a new management team which successfully introduced new
products, grew international sales and acquired a complementary
wet shaving business while disposing of two non-core businesses.
Mr. Byrne led the introduction of lean management processes
in 2002 which substantially reduced working capital requirements
and increased free cash flow.



The Meow Mix Company: In 2002,
Messrs. Childs, Suttin and Rudy led the acquisition of the
Meow Mix brand of premium dry cat food, together with co-packing
and transition services agreements, from the Purina Pet Care
Company. Mr. Rudy served as an executive chairman of The
Meow Mix Company and recruited a new management team that
created a stand-alone company in less than four months,
established a state-of-the-art manufacturing facility and
introduced new products and line extensions.



Murrays Discount Auto Sales. In 2003, as Chairman of
Murrays Discount Auto Stores, a Midwestern after market
auto parts chain, Mr. Watts recruited a former colleague as
chief executive officer. Mr. Watts and the chief executive
officer led a significant turnaround in operating performance
over a one year period by increasing same store sales through
improved merchandising and product selection, opening 21 new
stores, and significantly reducing infrastructure costs and
increasing advertising productivity.



Esselte Ltd. In 2002, Messrs. Childs,
Suttin and Byrne led the acquisition of Esselte, Ltd., a Swedish
public company and a global manufacturer of office and craft
products. Mr. Byrne, as Chairman, recruited a new chief
executive officer who led the management team to implement lean
manufacturing processes that substantially improved productivity
and free cash flow and reduced manufacturing costs through the
relocation of manufacturing facilities to Mexico and eastern
Europe and the construction of a new manufacturing facility in
China.

Advisory and
Sourcing Expertise

In addition to the experience and contacts of our management
team, we will have access to the resources of Sawaya Segalas and
their senior professionals. Sawaya Segalas is a leading
independent investment bank that provides financial and
strategic advice on mergers and acquisition matters involving
companies in the consumer sector. We believe that our sourcing
of candidates will benefit from the network of relationships
which Sawaya Segalas has developed over the course of
undertaking advisory mandates for its clients and the previous
experience of its managing directors and senior officers. We
also believe that our affiliation with Sawaya Segalas augments
our considerable sector expertise and insight into sector
participants, strategies and trends. Furthermore, where
appropriate, Sawaya Segalas senior officers will be
available to offer us valuable advice on transaction structuring
and other matters. Managing directors and senior officers of
Sawaya Segalas will not be granted any other awards or
incentives, such as a finders fee, by us for efforts in
sourcing a target for our initial business combination. As of
March 1, 2008, Sawaya Segalas employed 4 senior officers
with an average of approximately 20 years of mergers and
acquisitions, consulting and strategic advisory experience.

Status as a
Public Company

We believe our structure will make us an attractive business
combination partner to target businesses. As an existing public
company, we offer a target business an alternative to a
traditional initial public offering through a merger or other
business combination. In this situation, the owners of the
target business would exchange their equity interests in the
target business for shares of our common stock or for a
combination of shares of our common stock and cash, allowing us
to tailor the consideration to the specific needs of the
sellers. Although there are various costs and obligations
associated with being a public company, we believe target

businesses will find this method a more certain and cost
effective method to becoming a public company than a traditional
initial public offering. In a traditional initial public
offering, there are additional expenses incurred in marketing,
roadshow and public reporting efforts that will likely not be
present to the same extent in connection with a business
combination with us.

Furthermore, once a proposed business combination is approved by
our stockholders and the transaction is consummated, the target
business will have effectively become public, whereas an initial
public offering is always subject to the underwriters
ability to complete the offering, as well as general market
conditions, which could prevent the offering from occurring.
Once public, we believe the target business would then have
greater access to capital and an additional means of providing
management incentives consistent with stockholders
interests than it would have as a privately-held company. It can
offer further benefits by augmenting a companys profile
among potential new customers and vendors and aid in attracting
talented employees.

Financial
Position

With a trust account initially in the amount of approximately
$189,900,000 (assuming no exercise of the underwriters
over-allotment option), excluding the deferred underwriting
discount, we offer a target business a variety of options such
as providing the owners of a target business with shares of
common stock in a public company and the ability to sell such
shares publicly, providing capital for the potential growth and
expansion of its operations or strengthening its balance sheet
by reducing its debt. Because we are able to consummate our
business combination using our cash, debt or equity, or a
combination of the foregoing, we have the flexibility to use the
most efficient combination that will allow us to tailor the
consideration to be paid to the target business to fit its needs
and desires. However, since we have no specific business
combination under consideration, we have not taken any steps to
secure third-party financing and there can be no assurance that
it will be available to us on favorable terms, or at all.

Consummating a
Business Combination

General

We are not presently engaged in, and we will not engage in, any
operations for an indefinite period of time following this
offering. We intend to utilize the net proceeds after expenses
of this offering and the sale of the private placement warrants,
additional issuances of our equity and/or debt financing, or a
combination of these as the consideration to be paid in our
business combination. While substantially all of the net
proceeds after expenses of this offering are allocated to
consummating our business combination or for use as working
capital for the business post-combination, the proceeds are not
otherwise designated for more specific purposes. Accordingly,
prospective investors will not, at the time of their investment
in us, be provided an opportunity to evaluate the specific
merits or risks of one or more target businesses. If we
consummate our business combination with a target business using
additional issuances of our equity and/or debt financing as the
consideration to fund the business combination, any funds then
held in the trust account will be used to undertake additional
acquisitions or to fund the operations of the combined business.
We may enter into a business combination with a target business
that does not require significant additional capital but is
seeking a public trading market for its equity and which wants
to merge with a company that already is public in order to avoid
the uncertainties associated with undertaking its own initial
public offering. These uncertainties may include time delays,
compliance and governance issues, significant expense, and the
risk that market conditions will not be favorable for an
offering at the time the offering is ready to be sold.
Alternatively, we may seek to consummate our business
combination with a target business that is financially unstable
or in the development stage. If we combine with a financially
unstable business or an entity in the development

stage, including an entity lacking an established record of
sales or earnings, we may be affected by numerous risks inherent
in the business and operations of a financially unstable or
development stage entity. We may seek to consummate our business
combination with more than one target business, although our
limited resources may serve as a practical limitation on our
ability to do so.

None of our executive officers, directors, existing holders, or
other affiliates or any representatives acting on our behalf has
had any contact or discussions with any prospective target
business regarding our business combination or has taken any
direct or indirect measures to locate a specific target business
or consummate our business combination.

Subject to the requirement that our business combination must be
with a business whose fair market value is at least equal to 80%
of the balance in the trust account (less the deferred
underwriting discount, taxes payable and amounts disbursed to us
for working capital purposes) at the time of such business
combination, we have virtually unrestricted flexibility in
identifying and selecting one or more prospective target
businesses. Accordingly, there is no current basis for investors
in this offering to evaluate the possible merits or risks of any
specific industry or target business with which we may
ultimately consummate our business combination. Although our
executive officers and directors will endeavor to assess the
risks inherent in a particular target business with which we may
ultimately consummate our business combination, we cannot assure
you that this assessment will result in our identifying all
risks that a target business may encounter or that the price of
the business combination will reflect such risks. Furthermore,
some of those risks may be outside of our control and leave us
with no ability to control or reduce the chances that those
risks will adversely impact a target business.

We cannot assure you that we will identify, secure a definitive
agreement, or consummate our business combination with one or
more target businesses. In addition, no financing arrangements
have been entered into or are contemplated with any third
parties to raise any additional funds, whether through the sale
of securities or otherwise, that we may need if we decide to
consummate our business combination for consideration in excess
of our available assets at the time of the business combination.

Prior to consummation of our business combination, we will seek
to have all vendors, providers of financing, if any, prospective
target businesses and other entities with whom we execute
agreements waive any right, title, interest, or claim of any
kind in or to any monies held in the trust account for the
benefit of our public stockholders. However, we are not
obligated to obtain a waiver from any contracted party. In the
event that a potential contracted party were to refuse to
execute such a waiver, we will execute an agreement with that
entity only if our executive officers and directors first
determine that we would be unable to obtain, on a reasonable
basis, substantially similar services or opportunities from
another entity willing to execute such a waiver. We will seek to
secure waivers that we believe are valid and enforceable, but it
is possible that a waiver may later be found to be invalid or
unenforceable. J.W. Childs has agreed that it will be liable to
ensure that the proceeds in the trust account are not reduced by
the claims of vendors, service providers or other entities that
are owed money by us for services rendered or contracted for or
products sold to us or by claims of a prospective target
business for fees and expenses of third parties that we agree in
writing to pay in the event we do not consummate a business
combination with such target business. However, J.W. Childs will
have no liability (1) as to any claimed amounts owed to a
third party who executed a waiver (even if such waiver is
subsequently found to be invalid and unenforceable) or
(2) as to any claims under our indemnity of the underwriter
of this offering against certain liabilities, including
liabilities under the Securities Act. Furthermore, there could
be claims from parties that would not be covered by the
indemnity from J.W. Childs, such as stockholders and other
claimants who are not parties in contract with us who file a
claim for damages against us. We cannot assure you that J.W.
Childs will be able to satisfy its

indemnification obligations. The warrant agreement under which
John W. Childs and our officers and directors (other than
independent directors) or their affiliates have agreed to
purchase warrants in the private placement includes an
irrevocable waiver to any right, title, interest, or claim of
any kind to monies held in the trust account.

Sources of
Targets

Over the course of their careers, our management team has
developed a broad network of contacts and corporate
relationships that has served as an extremely useful source of
investment opportunities. This network has been developed
through (i) the reputation of our management team to
successfully acquire and finance businesses; (ii) the
reputation of our management team for integrity and fair dealing
with sellers, financing sources and target management teams; and
(iii) the experience of our management team in closing and
financing transactions under varying economic and financial
market conditions.

This network has provided our management team with a flow of
referrals that have resulted in numerous transactions which were
proprietary or where a very small group of investors were
invited to participate in the sale process. We believe that the
network of contacts and relationships of our management team
will provide us with an important source of investment
opportunities. In addition, we anticipate that target business
candidates will be brought to our attention from various
unaffiliated sources, including investment markets, private
equity funds and large business enterprises seeking to divest
non-core or under-performing brands or divisions.

We may pay fees or compensation to third parties for their
efforts in introducing us to potential target businesses. Such
payments are typically, although not always, calculated as a
percentage of the dollar value of the transaction. We have not
anticipated use of a particular percentage fee, but instead will
seek to negotiate the smallest reasonable percentage fee
consistent with the attractiveness of the opportunity and the
alternatives, if any, that are then available to us. We may make
such payments to entities we engage for this purpose or entities
that approach us on an unsolicited basis. Payment of
finders fees is customarily tied to completion of a
transaction and certainly would be tied to a completed
transaction in the case of an unsolicited proposal. Although it
is possible that we may pay finders fees in the case of an
uncompleted transaction, we consider this possibility to be
remote. In no event will we pay our executive officers,
directors or existing holders or any entity with which they are
affiliated any finders fee or other compensation for
services rendered to us prior to or in connection with the
consummation of our business combination. In addition, none of
our executive officers, directors or existing holders will
receive any finders fee, consulting fees or any similar
fees from any person or entity prior to or in connection with
any business combination involving us other than any
compensation or fees that may be received for any services
provided following such business combination.

Selection of a
Target and Structuring of a Business Combination

Subject to the requirement that our business combination must be
with one or more businesses whose fair market value,
individually or collectively, is at least equal to 80% of the
balance in the trust account (less the deferred underwriting
discount, taxes payable and amounts disbursed to us for working
capital purposes) at the time of such business combination, our
executive officers and directors will have virtually
unrestricted flexibility in identifying and selecting a
prospective target business.

We have not established any other specific attributes (financial
or otherwise) of prospective target businesses. In evaluating a
prospective target business, our management may consider a
variety of factors, including one or more of the following:

experience and skill of management and availability of
additional personnel;



capital requirements;



competitive position;



barriers to entry;



stage of development of the business and its products or
services;



existing distribution and the potential for expansion;



degree of current or potential market acceptance of the products
or services;



proprietary aspects of products and the extent of intellectual
property or other protection for products or formulas;



impact of regulation on the business;



regulatory environment of the industry in which the target
business operates;



costs associated with effecting the business combination;



industry leadership, sustainability of market share and
attractiveness of the industry in which the target business
operates; and



macro competitive dynamics in the industry within which the
company competes.

These factors are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination may
be based, to the extent relevant, on the above factors as well
as other considerations, factors and criteria our management
deems relevant to our business objective. In evaluating a
prospective target business, we expect to conduct an extensive
due diligence review which will encompass, among other things,
meetings with management and employees, legal and accounting due
diligence, inspection of facilities and calls with vendors and
customers, as well as a review of financial and other
information which will be made available to us.

We have not, nor has anyone on our behalf, contacted by any
potential target business or had any substantive discussions,
formal or otherwise, with respect to such a transaction.
Additionally, we have not, nor have we engaged or retained any
agent, to conduct any research or take any steps to identify,
locate or contact any suitable acquisition candidate.

The time required to select and evaluate a target business and
to structure and consummate the business combination, and the
costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred
with respect to the identification and evaluation of a
prospective target business with which our business combination
is not ultimately consummated will result in our incurring
losses and will reduce the funds we can use to consummate
another business combination.

Fair Market Value
of Target Business or Businesses

Our business combination must be with one or more target
businesses having a fair market value, individually or
collectively, that is at least equal to 80% of the balance in
the trust account (less the deferred underwriting discount,
taxes payable and amounts disbursed to us for working capital
purposes) at the time of such business combination. Accordingly,
prior to 24 months (or up to 30 months, if our
stockholders approve an extension) following the completion of
this offering, we will seek to consummate our business
combination with a business or businesses whose fair market
value is equal to at least approximately

$151,920,000, assuming no exercise of the underwriters
over-allotment option. The actual amount of the consideration
which we will be able to pay for the business combination will
depend on whether we choose, or are able, to pay a portion of
the business combination consideration with shares of our common
stock or if we are able to finance a portion of the
consideration with debt or other equity financing. If we choose
to consummate our business combination through a share-for-share
exchange or to finance all or a portion of our business
combination consideration by issuing additional shares of our
common stock, such additional equity may be issued at a price
below the then-current trading price for shares of our common
stock, resulting in dilution of the equity interest of our
then-current public stockholders. No financing arrangements have
been entered into or are contemplated with any parties to raise
any additional funds, whether through the sale of securities or
otherwise, that we may need to consummate our business
combination for consideration in excess of our available assets
at the time of such consummation.

In contrast to other companies with business plans similar to
ours where the minimum fair market value of the target
businesses for the business combination is based on 80% of the
acquirors net assets, our minimum fair market value is
based on 80% of the balance in the trust account (less the
deferred underwriting discount, taxes payable and amounts
disbursed to us for working capital purposes) at the time of
such business combination. We have used this criterion to
provide investors and our management team with greater certainty
as to the fair market value that a target business or businesses
must have in order to qualify for a business combination with
us. The determination of net assets requires an acquiror to have
deducted all liabilities from total assets to arrive at the
balance of net assets. Given the on-going nature of legal,
accounting, stockholder meeting and other expenses that will be
incurred immediately before and at the time of a business
combination, the balance of an acquirors total liabilities
may be difficult to ascertain at a particular point in time with
a high degree of certainty. Accordingly, we have determined to
use the valuation threshold of 80% of the balance in the trust
account (less the deferred underwriting discount, taxes payable
and amounts disbursed to us for working capital purposes) for
the minimum fair market value of the target business or
businesses with which we may combine so that our management team
will have greater certainty when selecting, and our investors
will have greater certainty when voting to approve or disapprove
a proposed combination with, a target business or businesses
that will meet the minimum valuation criterion for our business
combination.

The fair market value of a target business or businesses will be
determined by our board of directors based upon standards
generally accepted by the financial community, such as actual
and potential sales, the values of comparable businesses,
earnings and cash flows and book value and will include any debt
of the target business or businesses that we assume, repay or
refinance in connection with our business combination. Our
executive officers and directors will consult with and engage
such experts as they deem necessary and useful to evaluate the
fair market value of the target business. Our board of directors
will determine the fair market value of a target and whether a
proposed business combination is in the best interests of the
stockholders and, in making that determination, will do so in
accordance with the requirements of the Delaware General
Corporation Law and consistent with their fiduciary obligations
in the context of a business combination. We will not be
required to obtain an opinion from an investment banking firm as
to the fair market value of the target if our board of directors
independently determines that the target meets the threshold
criterion unless one of our executive officers, directors or
existing holders is affiliated with a target business. If our
board of directors is not able to independently determine that
the target has a sufficient fair market value to meet the
threshold criterion or one of our executive officers, directors
or existing holders is affiliated with that target, we will
obtain an opinion from an unaffiliated, independent investment
banking firm which is a member of FINRA with respect to the fair
market value of that target. Any such opinion will be included
in our proxy soliciting materials furnished to our stockholders
in connection with our business combination. Investment

banking firms providing fairness opinions typically place
limitations on the purposes for which the opinion may be used,
and there can be no assurances that, as a result of such
limitations or applicable law, stockholders will be entitled to
rely on the opinion. We expect to require that any firm selected
by us to provide a fairness opinion will adhere to general
industry practice in stating the purposes for which its opinion
may be used. We will not be required to obtain an opinion from
an investment banking firm as to the fair market value of the
business if (i) our board of directors independently
determines that the target has sufficient fair market value to
meet the threshold criterion and (ii) none of our executive
officers, directors and existing holders is affiliated with that
target. If no opinion is obtained or if stockholders are not
permitted to rely on the opinion, our stockholders will be
relying solely on the judgment of our board of directors with
respect to the determination of the fair market value of our
business combination.

Issuance of
Additional Debt or Equity

Depending on the valuation size of our target businesses, we may
need to raise additional equity and/or debt financing to
consummate our business combination. The mix of equity or debt
would be dependent on the nature of the potential target
business, including its historical and projected cash flow and
its projected capital needs. It would also depend on general
market conditions at the time, including prevailing interest
rates and debt-to-equity coverage ratios. For example, capital
intensive businesses usually require more equity and mature
businesses with steady historical cash flow may sustain higher
debt levels than growth companies.

We believe that it is typical for private equity firms and other
financial buyers to use leverage to acquire businesses. Such
debt is often in the form of both senior secured debt as well as
subordinated debt, which may be available from a variety of
sources. Banks and other financial institutions may provide
senior or senior secured debt based on the targets cash
flows. Mezzanine debt funds or similar investment vehicles may
provide additional funding on a basis that is subordinate to the
senior or secured lenders. Such instruments typically carry
higher interest rates and are often accompanied by additional
equity, such as warrants. We cannot assure you that such
financing would be available on favorable terms, or at all. The
proposed funding for our business combination would be disclosed
in the proxy statement relating to the required stockholder
approval.

Lack of Business
Diversification

Our business combination must be with one or more target
businesses whose fair market value, individually or
collectively, is at least equal to 80% of the balance in the
trust account (less the deferred underwriting discount, taxes
payable and amounts disbursed to us for working capital
purposes) at the time of such business combination. We expect to
consummate only a single business combination, although to
satisfy the 80% test, we may need to consummate a simultaneous
combination with more than one business at the same time. At the
time of our business combination, we may not be able to acquire
more than one target business because of various factors,
including complex accounting or financial reporting issues. For
example, in the proxy soliciting materials we distribute to our
stockholders in connection with our business combination, we may
need to present pro forma financial statements reflecting the
operations of several target businesses as if they had been
combined historically. Consummating our business combination
through more than one acquisition would likely result in
increased costs as we would be required to conduct a due
diligence investigation of more than one business and negotiate
the terms of the acquisition with multiple sellers. A
simultaneous combination with several target businesses also
presents logistical issues such as the need to coordinate the
timing of negotiations, proxy statement disclosure and closings.
Our attempt to consummate our business combination in this
manner

would increase the chance that we would be unable to
successfully consummate our business combination in a timely
manner. In addition, if conditions to closings with respect to
one or more of the target businesses are not satisfied, the fair
market value of the business could fall below the required fair
market value threshold of 80% of the balance in the trust
account (less the deferred underwriting discount, taxes payable
and amounts disbursed to us for working capital purposes).
Furthermore, the success of a business formed through the
combination of smaller businesses will depend on our ability to
integrate disparate organizations and achieve expected
synergies. See Risk FactorsRisks Relating to the
Company and the OfferingAny attempt to consummate more
than one transaction as our business combination will make it
more difficult to consummate our business combination.

Accordingly, while it is possible that we may attempt to
consummate our business combination with more than one target
business, we are more likely to choose a single target business
if all other factors appear equal. This means that for an
indefinite period of time, the prospects for our success may
depend entirely on the future performance of a single business.
Unlike other entities that have the resources to consummate
business combinations with multiple entities in one or several
industries, it is probable that we will not have the resources
to diversify our operations and mitigate the risks of being in a
single line of business. By consummating a business combination
with only a single entity, our lack of diversification may:



subject us to negative economic, competitive, and regulatory
developments, any or all of which may have a substantial adverse
impact on the particular industry in which we operate after our
business combination;



cause us to depend on the marketing and sale of a single service
or product or limited number of services or products; and



result in our dependency upon the performance of a single
business.

If we consummate our business combination structured as a merger
in which the consideration is our stock, we would have a
significant amount of cash available to make add-on acquisitions
or to fund the operations of the combined business following our
business combination. See Risk FactorsRisks Relating
to the Company and the OfferingWe may only be able to
consummate one business combination, which may cause us to be
solely dependent on a single business and a limited number of
services or products.

Limited Ability
to Assess the Targets Management

Although we intend to closely scrutinize the management of a
prospective target business when evaluating the desirability of
consummating our business combination, we cannot assure you that
our assessment of the targets management will prove to be
correct. In addition, we cannot assure you that the future
management will have the necessary skills, qualifications, or
abilities to manage a public company. Furthermore, the future
role of our executive officers and directors, if any, in the
target business cannot presently be stated with any certainty.
Our current executive officers and directors will only be able
to remain with us after the consummation of our business
combination if they are able to negotiate mutually acceptable
arrangements in connection with any such combination. While it
is possible that one or more of our executive officers and
directors will remain associated in some capacity with us
following our business combination, it is unlikely that any of
them will devote their full efforts to our affairs subsequent to
our business combination. Moreover, we cannot assure you that
our executive officers and directors will have significant
experience or knowledge relating to the operations of the
particular target business.

Following our business combination, we may seek to recruit
additional managers to supplement the incumbent management of
the target business. We cannot assure you that we

will have the ability to recruit additional personnel or that
such personnel will have the requisite skills, knowledge, or
experience necessary to enhance the incumbent management.
Although our current executive officers and directors may remain
actively involved in our business after consummation of our
business combination, our executive officers only will be able
to remain with us if they are able to negotiate mutually
agreeable employment terms as a part of any such combination,
which terms would be disclosed to our stockholders in any proxy
statement relating to such transaction. If our current executive
officers and directors choose to remain with us after our
business combination, they will negotiate the terms of the
business combination as well as the terms of their employment
arrangements, and may have a conflict of interest in negotiating
the terms of the business combination while, at the same time,
negotiating terms of their employment arrangements.

Stockholder
Approval of Our Business Combination

Prior to the consummation of our business combination, we will
submit the proposed transaction to our stockholders for
approval, even if the nature of the acquisition is such as would
not ordinarily require stockholder approval under Delaware law.
The quorum required to constitute this meeting, as for all
meetings of our stockholders in accordance with our by-laws, is
a majority of our issued and outstanding common stock (whether
or not held by our public stockholders). The AMEX recommends
that stockholders receive notice of any stockholder meeting a
minimum of 20 days prior to the meeting. Therefore, if
shares of our common stock are listed on AMEX, we will mail the
notice at least 23 days prior to the meeting date to allow
time for mailing. If shares of our common stock are not listed
on AMEX, we will abide by our by-laws and Delaware law, which
require us to provide at least ten days written notice,
measured from the certification date of the mailing, before the
date of any stockholders meeting. We will conduct any vote on
our business combination, whether by a stockholder meeting or
written consent, in accordance with the SECs proxy rules
and the requirements of our certificate of incorporation and
by-laws. In addition, even if our stockholders vote in favor of
a business combination, under the terms of our certificate of
incorporation, we will not consummate a business combination if
public stockholders owning 40% or more of the shares of our
common stock that are included in the units being sold in this
offering cumulatively vote against the business combination or
an extension of the time period within which we must consummate
our business combination and exercise their conversion rights.
See Conversion Rights. If a majority of the
shares of common stock voted by the public stockholders are not
voted in favor of a proposed business combination or if a
majority of all our outstanding shares of common stock are not
voted in favor of an amendment to our certificate of
incorporation to provide for our perpetual existence, we will
not proceed with such proposed business combination, but we may
continue to seek other target businesses with which to
consummate our business combination that meet the criteria set
forth in this prospectus until the expiration of 24 months
from completion of this offering (or 30 months if our
stockholders approve an extension). In connection with seeking
stockholder approval of our business combination, we will
furnish our stockholders with proxy soliciting materials
prepared in accordance with the Exchange Act, which, among other
matters, will include a description of the operations of the
target business and audited historical financial statements of
the target business based on United States generally accepted
accounting principles.

In connection with the vote required for any business
combination, our existing holders have agreed to vote the
initial shares, either for or against our business combination,
in the same manner that the majority of the shares of common
stock are voted by our public stockholders. Our existing holders
have also agreed that they will not be eligible to exercise
conversion rights with respect the initial shares. In addition,
our existing holders have agreed that they will vote any shares
that they purchase in the open market in or after this offering
in favor of our business combination. As a result, existing
holders who acquire shares in or after this offering must vote
those shares in favor of the proposed business combination with

respect to those shares, and will therefore not be eligible to
exercise conversion rights for those shares if our business
combination is approved by our public stockholders. We will
proceed with the business combination only if (i) a
majority of the shares of our common stock voted by the public
stockholders are voted in favor of the business combination,
(ii) public stockholders owning up to one share less than
40% of the shares of our common stock included in the units
being sold in this offering vote against the proposed business
combination and exercise their conversion rights and
(iii) a majority of all of our outstanding shares of common
stock are voted in favor of an amendment to our certificate of
incorporation to provide for our perpetual existence. Voting
against the business combination alone will not result in
conversion of a public stockholders shares into a pro rata
share of the trust account. To do so, a public stockholder must
have also exercised the conversion rights described below.

After the consummation of our business combination, unless
required by applicable Delaware law, the federal securities
laws, and the rules and regulations promulgated thereunder, or
the rules and regulations of an exchange upon which our
securities are listed, we do not presently intend to seek
stockholder approval for any subsequent acquisitions.

Conversion
Rights

At the time we seek stockholder approval of any business
combination, we will offer each public stockholder the right to
elect to have such stockholders shares of common stock
converted to cash if the stockholder votes against the business
combination and the business combination is approved and
consummated provided that a public stockholder, together
with any affiliate or any other person with whom he, she or it
is acting in concert or as a group (within the
meaning of section 13(d)(3) of the Exchange Act), will be
restricted from seeking conversion rights with respect to more
than 10% of the shares of common stock included in the units
being sold in this offering. Such a public stockholder would
still be entitled to vote against a proposed business
combination with respect to all shares owned by him, her or its
affiliates. We believe this restriction will prevent public
stockholders from accumulating large blocks of stock before the
vote held to approve a proposed business combination and
attempting to use their conversion rights as a means to force us
or our management to purchase their stock at a significant
premium to the then-current market price. Absent this provision,
for example, a public stockholder who owns 15% of the shares of
common stock included in the units being sold in this offering
could threaten to vote against a proposed business combination
and seek conversion, regardless of the merits of the
transaction, if the shares are not purchased by us or our
management at a premium to the then-current market price (or if
management refuses to transfer to the public stockholder some of
the shares). By limiting each public stockholders ability
to convert only up to 10% of the shares of common stock included
in the units being sold in this offering, we believe we have
limited the ability of a small group of public stockholders to
unreasonably attempt to block a transaction which is favored by
our other public stockholders. However, we are not restricting
the public stockholders ability to vote any or all of
their shares against the proposed business combination. The
actual per share conversion price will be equal to the aggregate
amount then on deposit in the trust account, including accrued
interest income (after taxes payable on such interest income and
after release of up to $3,000,000 of interest income earned,
subject to adjustment, after taxes payable, to fund working
capital requirements), as of two business days prior to the
consummation of the business combination, divided by the number
of shares of common stock included in the units sold in this
offering. Assuming no exercise of the underwriters
over-allotment option, the initial per share conversion price
would be approximately $9.85 before interest, or approximately
$0.15 less than the per unit offering price of $10.00.

An eligible stockholder may request conversion at any time after
the mailing to our stockholders of the proxy statement and no
later than the business day immediately preceding the vote taken
with respect to a proposed business combination at a meeting
held for that

purpose, but the request will not be granted unless the
stockholder votes against the business combination and the
business combination is approved and consummated. In addition,
at our option, we may require that, no later than the business
day immediately preceding the vote on the business combination,
the eligible stockholder must present written instructions to
our transfer agent stating that the stockholder wishes to
convert the shares of our common stock held by such stockholder
into a pro rata share of the trust account and confirming that
the stockholder has held these shares since the record date for
the stockholder meeting and will continue to hold them through
the stockholder meeting and the closing of our business
combination. We may also require eligible stockholders to tender
their certificates to our transfer agent or to deliver their
shares to the transfer agent electronically using The Depository
Trust Companys DWAC (Deposit/Withdrawal At Custodian)
System no later than the business day immediately preceding the
vote on the business combination. The proxy soliciting materials
that we will furnish to stockholders in connection with the vote
for any proposed business combination will indicate whether we
are requiring stockholders to satisfy such certification and
delivery requirements. Traditionally, in contrast to the
requirement for physical or electronic delivery of shares of
common stock prior to the stockholder meeting, in order to
perfect conversion rights in connection with a blank check
companys business combination, a holder could simply vote
against a proposed business combination and check a box on the
proxy card indicating such holder was seeking to exercise his,
her or its conversion rights. If the business combination was
approved, the company would contact such stockholder to arrange
for delivery of his, her or its stock certificate to verify
ownership. As a result, the stockholder had, in effect, an
option window after the approval of the business
combination during which the stockholder could monitor the price
of our common stock in the market. If the price rose above the
conversion value, the stockholder could sell his, her or its
shares in the open market instead of actually delivering shares
to us for cancellation in consideration for the conversion
value. Thus, we would not have any ability to enforce the
exercise of conversion rights effected at the time the business
combination was approved, and the conversion rights would
eventually be continuing rights surviving beyond the approval of
the business combination until the converting holder delivered
the stock certificate for conversion at the conversion value.
The requirement for physical or electronic delivery of shares of
common stock prior to the stockholder meeting serves two
purposes. First, it ensures that a stockholders election
to exercise his, her or its conversion rights is irrevocable
once the business combination is approved. Second, it ensures
that we know the amount of proceeds that we will be able to use
to consummate the business combination prior to the consummation
of the business combination.

The proxy soliciting materials that we will furnish to
stockholders in connection with the vote for any proposed
business combination will indicate whether we are requiring
stockholders to satisfy such certification and delivery
requirements. Accordingly, stockholders will have from the time
we send out our proxy statement up until the business day
immediately preceding the vote on the business combination to
deliver their shares if they elect to exercise their conversion
rights. This time period varies depending on the specific facts
of each transaction. However, because the delivery process is
within the stockholders control and, so long as the
stockholder holds the securities in street name
through a broker-dealer (rather than holding physical
certificates registered in the stockholders name) and
delivers those securities electronically, we believe that
delivery can usually be accomplished by the stockholder in a
relatively short time period simply by contacting the transfer
agent or tendering broker and requesting delivery of the shares
through the DWAC System and that this time period is sufficient
for investors generally. However, because we do not have any
control over the delivery process, it may take significantly
longer than we anticipate and stockholders may not be able to
exercise their conversion rights in time. In particular,
delivery of physical certificates usually takes considerably
longer than electronic delivery. Accordingly, we will only
require stockholders to deliver their certificates prior to the
vote if, in accordance with the

AMEXs proxy notification recommendations, the stockholders
receive the proxy soliciting materials at least 20 days
prior to the meeting.

In the event a stockholder tenders his shares and decides no
later than the business day immediately preceding the
stockholder meeting that he does not want to convert his shares,
the stockholder may withdraw the tender. In the event that a
stockholder tenders shares and our business combination is not
completed, these shares will not be converted into cash and the
physical certificates representing these shares will be returned
to the stockholder.

There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or
delivering them through the DWAC System. The transfer agent will
typically charge the tendering broker approximately $35 and it
would be up to the broker whether or not to pass this cost on to
the converting holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to
exercise conversion rights to tender their shares no later than
the business day immediately preceding the stockholder meeting
as the need to deliver shares is a requirement of conversion
regardless of the timing of when such delivery must be
effectuated. Accordingly, this would not result in any increased
cost to stockholders when compared to the traditional process.

The steps outlined above will make it more difficult for our
stockholders to exercise their conversion rights. In the event
that it takes longer than anticipated to obtain a physical
certificate, public stockholders who wish to convert may be
unable to obtain physical certificates by the deadline for
exercising their conversion rights and thus will be unable to
convert their shares. If a stockholder votes against the
business combination but fails to properly exercise his
conversion rights, such stockholder will not have his shares of
common stock converted to a pro rata distribution of the trust
account. Any request for conversion, once made, may be withdrawn
at any time up to the date of the meeting. It is anticipated
that the funds to be distributed to stockholders who properly
elect conversion will be distributed promptly after consummation
of our business combination. Public stockholders who convert
their shares of our common stock into their share of the trust
account will still have the right to exercise any warrants that
they received as part of the units. We will not consummate our
proposed business combination if public stockholders owning 40%
or more of the shares of common stock included in the units
being sold in this offering cumulatively vote against the
business combination or an extension of the time period within
which we must consummate our business combination and exercise
their conversion rights. We will not propose to our stockholders
any transaction that is conditioned on holders of one share less
than 40% of the shares of common stock included in the units
being sold in this offering exercising their conversion rights.

If a vote on our business combination is held and the business
combination is not approved, we may continue to try to
consummate a business combination with a different target until
24 months (or up to 30 months, if our stockholders
approve an extension) from the completion of this offering. If
the business combination is not approved or consummated for any
reason, then public stockholders voting against our business
combination who exercised their conversion rights would not be
entitled to convert their shares of common stock for a pro rata
share of the aggregate amount then on deposit in the trust
account. In such case, if we have required public stockholders
to tender their certificates prior to the meeting, we will
promptly return such certificates to the tendering public
stockholder. Public stockholders would be entitled to receive
their pro rata share of the aggregate amount on deposit in the
trust account only in the event that they vote against the
business combination and exercise their conversion rights and
the business combination they voted against was duly approved
and subsequently consummated, or in connection with our
liquidation, whether or not they have previously delivered their
shares for conversion without any further action on their part.

We will not consummate our proposed business combination if
public stockholders owning 40% or more of the shares that are
included in the units being sold in this offering both vote
against the proposed business combination and exercise their
conversion rights. We intend to structure and consummate any
potential business combination in a manner such that public
stockholders holding up to in the aggregate one share less than
40% of the shares of common stock included in the units being
sold in this offering voting against our business combination
could convert their shares of common stock into a pro rata share
of the aggregate amount then on deposit in the trust account,
and the business combination could still go forward. As a
result, we will be able to consummate a business combination
even in the face of strong stockholder dissent. Furthermore, the
ability to consummate a transaction despite stockholder
disapproval in excess of what would be permissible in a
traditional blank check offering may be viewed negatively by
potential investors seeking stockholder protections consistent
with other similar offerings. However, we believe the benefit of
approving a transaction with a large majority outweighs these
potential negatives.

Assuming no exercise of the underwriters over-allotment
option, the initial conversion price will be approximately $9.85
per share. As this amount is lower than the $10.00 per unit
offering price and it may be less than the market price of the
common stock on the date of conversion, there may be a
disincentive on the part of public stockholders to exercise
their conversion rights.

Liquidation if No
Business Combination

Our certificate of incorporation provides that we will continue
in existence only
until ,
2010
(or ,
2011, if our stockholders approve an extension). This provision
may not be amended except in connection with the consummation of
our business combination. If we have not completed a business
combination by such date, our corporate existence will cease
except for the purposes of liquidating and winding up our
affairs pursuant to Section 278 of the Delaware General
Corporation Law. This has the same effect as if our board of
directors and stockholders had formally voted to approve our
dissolution pursuant to Section 275 of the Delaware General
Corporation Law. Accordingly, limiting our corporate existence
to a specified date as permitted by Section 102(b)(5) of
the Delaware General Corporation Law removes the necessity to
comply with the formal procedures set forth in Section 275
(which would have required our board of directors and
stockholders to formally vote to approve our liquidation and to
have filed a certificate of dissolution with the Delaware
Secretary of State). Instead, we will notify the Delaware
Secretary of State in writing on the termination date that our
corporate existence has ended, with any franchise tax due or
assessable by the State of Delaware. We view this provision
terminating our corporate life as an obligation to our
stockholders, and our executive officers and directors have
agreed that they will not take any action to amend or waive this
provision to allow us to survive for a longer period of time
except in connection with the consummation of our business
combination.

If we are unable to complete our business combination within
24 months (or up to 30 months, if our stockholders
approve an extension) after the completion of this offering, as
soon as practicable thereafter, we will adopt a plan of
distribution in accordance with Section 281(b) of the
Delaware General Corporation Law. Section 278 provides that
our existence will continue for at least three years after our
expiration for the purpose of prosecuting and defending suits,
whether civil, criminal or administrative, by or against us, and
of enabling us gradually to settle and close our business, to
dispose of and convey our property, to discharge our liabilities
and to distribute to our stockholders any remaining assets, but
not for the purpose of continuing the business for which we were
organized. Our existence will continue automatically even beyond
the three-year period for the purpose of completing the
prosecution or defense of suits begun prior to the expiration of
the three-year period, until

such time as any judgments, orders or decrees resulting from
such suits are fully executed. Section 281(b) will require
us to pay or make reasonable provision for all then-existing
claims and obligations, including all contingent, conditional,
or unmatured contractual claims known to us, and to make such
provision as will be reasonably likely to be sufficient to
provide compensation for any then-pending claims and for claims
that have not been made known to us or that have not arisen but
that, based on facts known to us at the time, are likely to
arise or to become known to us within 10 years after such
date. Payment or reasonable provision for payment of claims will
be made in the discretion of the board of directors based on the
nature of the claim and other factors deemed relevant by the
board of directors. Claims may be satisfied by direct
negotiation and payment, purchase of insurance to cover the
claim(s), setting aside money as a reserve for future claims, or
otherwise as determined by the board of directors in its
discretion. Under Section 281(b), the plan of distribution
must provide for all of such claims to be paid in full or make
provision for payments to be made in full, as applicable, if
there are sufficient assets. If there are insufficient assets,
the plan must provide that such claims and obligations be paid
or provided for according to their priority and, among claims of
equal priority, ratably to the extent of legally available
assets. Any remaining assets will be available for distribution
to our stockholders. However, because we are a blank check
company, rather than an operating company, and our operations
will be limited to searching for prospective target businesses
to acquire, the only likely claims to arise would be from our
vendors and service providers (such as accountants, lawyers,
investment bankers, etc.) and potential target businesses. We
will seek to have all vendors, providers of financing, if any,
prospective target businesses and any other entities with whom
we execute agreements waive any right, title, interest or claim
of any kind they may have in or to any monies held in the trust
account. As a result, the claims that could be made against us
will be limited, thereby lessening the likelihood that any claim
would result in any liability extending to the trust. We
therefore believe that any necessary provision for creditors
will be reduced and should not have a significant impact on our
ability to distribute the funds in the trust account to our
public stockholders. Nevertheless, we cannot assure you of this
fact as there is no guarantee that such vendors, providers of
financing, prospective target businesses and other entities will
execute such agreements, nor is there any guarantee that, even
if they execute such agreements with us, they will not seek
recourse against the trust account. A court could also conclude
that such agreements are not legally enforceable. As a result,
if we liquidate, the per share distribution from the trust
account could be less than approximately $9.85 (or approximately
$9.82 if the underwriters over-allotment option is
exercised in full) due to claims or potential claims of
creditors. We will distribute to all of our public stockholders,
in proportion to their respective shares of our common stock, an
aggregate sum equal to the amount in the trust account,
inclusive of any interest income, plus any remaining net assets
(subject to our obligations under Delaware law to provide for
claims of creditors as described below).

We will notify the trustee of the trust account to begin
liquidating such assets promptly after such date and anticipate
it will take no more than 10 business days to effectuate such
distribution. Our existing holders have waived their rights to
participate in any liquidating distribution with respect to
their initial shares. There will be no distribution from the
trust account with respect to the initial warrants, the private
placement warrants and the warrants included in the units being
sold in this offering, which will expire worthless.

We will pay the costs of liquidation from our remaining assets
outside of the trust account, including from amounts earned from
interest income. If such funds are insufficient, we may request
up to $125,000 of income earned on the trust account from the
trustee to pay for liquidation costs and expenses.

If we were unable to consummate our business combination and
have expended all of the net proceeds of this offering and the
proceeds from the sale of the private placement warrants,

other than the proceeds deposited in the trust account, and
without taking into account interest income, if any (and after
taxes payable on such interest income and release of up to
$3,000,000 of interest income, subject to adjustment, after
taxes payable, available to us to fund working capital
requirements), earned on the trust account, the per share
liquidation price would be approximately $9.85, plus interest,
or approximately $0.15 less than the per unit offering price of
$10.00. The proceeds deposited in the trust account could,
however, become subject to the claims of our creditors, which
will be prior to the claims of our public stockholders. If we
are unable to consummate our business combination and are
required to liquidate, J.W. Childs has agreed that it will be
liable to ensure that the proceeds in the trust account are not
reduced by claims of vendors, service providers or other
entities that are owed money by us for services rendered or
contracted for or products sold to us or by claims of a
prospective target business for fees and expenses of third
parties that we agree in writing to pay in the event we do not
consummate a business combination with such target business.
However, J.W. Childs will have no liability (1) as to any
claimed amounts owed to a third party who executed a waiver
(even if such waiver is subsequently found to be invalid and
unenforceable) or (2) as to any claims under our indemnity
of the underwriter of this offering against certain liabilities,
including liabilities under the Securities Act. Furthermore,
there could be claims from parties that would not be covered by
the indemnity from J.W. Childs, such as stockholders and other
claimants who are not parties in contract with us who file a
claim for damages against us. Based on representations made to
us by J.W. Childs, we believe that it is capable of funding a
shortfall in our trust account to satisfy its foreseeable
indemnification obligations. However, we have not asked J.W.
Childs to reserve for such an eventuality. We cannot assure you
that J.W. Childs will be able to satisfy its
indemnification obligations or that the proceeds in the trust
account will not be reduced by such claims. In the event that
the proceeds in the trust account are reduced and J.W. Childs
asserts that it is unable to satisfy its obligations or that it
has no indemnification obligations related to a particular
claim, our independent directors would determine whether we
would take legal action against J.W. Childs to enforce its
indemnification obligations. While we currently expect that our
independent directors would take action on our behalf against
J.W. Childs to enforce its indemnification obligations, it is
possible that our independent directors in exercising their
business judgment may choose not to do so in a particular
instance. Accordingly, we cannot assure you that due to claims
of creditors the actual per share liquidation price will not be
less than approximately $9.85 (assuming no exercise of the
underwriters over-allotment option).

Furthermore, creditors may seek to interfere with the
distribution of the trust account pursuant to federal or state
creditor and bankruptcy laws which could delay the actual
distribution of such funds or reduce the amount ultimately
available for distribution to our public stockholders. If we are
forced to file a bankruptcy case or an involuntary bankruptcy
case is filed against us which is not dismissed, the funds held
in our trust account will be subject to applicable bankruptcy
law and may be included in our bankruptcy estate and subject to
claims of third parties with priority over the claims of our
public stockholders. To the extent bankruptcy claims deplete the
trust account, we cannot assure you we will be able to make
liquidation distributions to our public stockholders that they
might otherwise receive.

We expect that our total costs and expenses associated with the
implementing and completing our liquidation will not exceed
$125,000. This amount includes all costs and expenses related to
our
winding-up
and liquidation. We believe that there should be sufficient
funds available to us as working capital to fund the liquidation
expenses from the proceeds not held in the trust account, plus
interest income earned, after taxes payable, on the trust
account, although we cannot give you any assurance that such
funds will, in fact, be sufficient for such purposes. If such
funds are insufficient, we may request from the trustee up to
$125,000 of income earned on the trust account to pay for
liquidation costs and expenses.

If we are forced to file a bankruptcy case or an involuntary
bankruptcy case is filed against us which is not dismissed, any
distributions received by stockholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a
preferential transfer or a fraudulent
conveyance. As a result, a bankruptcy court could seek to
recover all amounts received by our stockholders. Furthermore,
because we intend to distribute the proceeds held in the trust
account to our public stockholders promptly
after ,
2010,
(or , 2011,
if our stockholders approve an extension) this may be viewed or
interpreted as giving preference to our public stockholders over
any potential creditors with respect to access to or
distributions from our assets. Furthermore, our directors may be
viewed as having breached their fiduciary duties to our
creditors and/or may have acted in bad faith, and thereby
exposing themselves and us to claims of punitive damages, by
paying public stockholders from the trust account prior to
addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from
the trust account only in the event of the expiration of our
corporate existence and liquidation or if the stockholders seek
to convert their respective shares of common stock into cash
upon a business combination which the stockholder voted against
and which is actually consummated by us. In no other
circumstances shall a public stockholder have any right or
interest of any kind to or in the trust account.

Conflicts of
Interest

For a discussion of conflicts of interest, please see the
section entitled ManagementConflicts of
Interest.

Certificate of
Incorporation

Our certificate of incorporation requires that we obtain
unanimous consent of our stockholders to amend certain
provisions of our certificate of incorporation. However, the
validity of unanimous consent provisions under Delaware law has
not been settled. A court could conclude that the unanimous
consent requirement constitutes a practical prohibition on
amendment in violation of the stockholders implicit rights
to amend the corporate charter. In that case, certain provisions
of the certificate would be amendable without unanimous consent
and any such amendment could reduce or eliminate the protection
afforded to our stockholders. However, we view the foregoing
provisions as obligations to our stockholders, and we will not
take any action to waive or amend any of those provisions.

Neither we nor our board of directors will propose any amendment
to those provisions, or support, endorse or recommend any
proposal that stockholders amend any of those provisions at any
time prior to the consummation of our business combination
(subject to any fiduciary duty our executive officers or
directors may have). In addition, we believe we have an
obligation in every case to structure our business combination
so that up to 40% of the shares of common stock (minus one
share) included in the units sold in this offering have the
ability to be converted to cash by public stockholders
exercising their conversion rights (subject to the limitations
described under Conversion Rights) and that,
despite such conversions, the business combination may still
proceed.

Pursuant to our certificate of incorporation, our corporate
existence will cease 24 months (or up to 30 months, if
our stockholders approve an extension) after the completion of
this offering except for the purposes of winding up our affairs
and we will liquidate. However, if we consummate our business
combination within this time period, in connection with the
stockholder vote to approve our business combination, we will
ask our stockholders to amend this provision to allow for our
perpetual existence following such business combination.

In identifying, evaluating, and selecting a target business for
our business combination, we may encounter intense competition
from other entities having a business objective similar to ours
including other blank check companies, private equity groups and
leveraged buyout funds, and businesses seeking acquisitions.
Many of these entities are well established and have extensive
experience identifying and consummating business combinations
directly or through affiliates. Moreover, many of these
competitors possess greater financial, technical, human and
other resources than us. While we believe there are numerous
potential target businesses with which we could combine, our
ability to acquire larger target businesses will be limited by
our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing a business
combination with certain target businesses. In addition:



the requirement that we obtain stockholder approval of a
business combination may delay or prevent the consummation of
our business combination within the required
24-month (or
up to 30 months, if our stockholders approve an extension)
time period;



the requirement that we prepare a proxy statement and notice of
special meeting of stockholders in accordance with the
requirements of Delaware law and the U.S. federal securities
laws, which proxy statement will be required to be submitted to
and reviewed by the SEC, in connection with our business
combination may delay or prevent the consummation of a
transaction;



the requirement that we prepare audited and perhaps interim
unaudited financial information to be included in the proxy
statement to be sent to stockholders in connection with our
business combination may delay or prevent the consummation of a
transaction;



any conversion of common stock held by our public stockholders
into cash will reduce the resources available to us to fund our
business combination;



the existence of all of our outstanding warrants, and the
dilution they potentially represent, may not be viewed favorably
by certain target businesses; and



the requirement to acquire one or more businesses that have a
fair market value, individually or collectively, at least equal
to 80% of the balance in the trust account (less the deferred
underwriting discount, taxes payable and amounts disbursed to us
for working capital purposes) at the time of the business
combination (i) could require us to acquire several closely
related businesses or portions thereof at the same time, all of
which acquisitions would be contingent on the closings of the
other acquisitions, which would make it more difficult to
consummate our business combination and (ii) together with
our ability to proceed with a business combination if public
stockholders owning up to one share less than 40% of the shares
of common stock included in the units being sold in this
offering both vote against our business combination and exercise
their conversion rights, may require us to raise additional
funds through additional sales of our securities or incur
indebtedness in order to enable us to effect such a business
combination.

Any of these factors may place us at a competitive disadvantage
in successfully negotiating our business combination. Our
executive officers and directors believe, however, that a
privately held target business may view our status as a
well-financed public entity as offering advantages over other
entities that have a business objective similar to ours.

We currently maintain our executive offices at 111 Huntington
Avenue, Suite 2900, Boston, Massachusetts 02199. The cost
for this space is included in the $10,000 per month fee.
J.W. Childs will charge us for general and administrative
services commencing on the effective date of this offering
pursuant to a services agreement. The agreement provides for a
term of up to two years, commencing on the effective date of
this offering, until the earlier of the consummation of our
business combination and our liquidation. We believe that based
on rents and fees for similar services in Boston, the fee which
will be charged by J.W. Childs is at least as favorable as we
could have obtained from an unaffiliated party. We consider our
existing office space adequate for our current operations.

Employees

We currently have six executive officers. Although our executive
officers are not obligated to contribute any specific number of
hours per week to our business, following this offering, we
anticipate that our executive officers will devote a portion of
their working time to our business. As noted earlier, each of
our executive officers is affiliated with J.W. Childs, and the
amount of time each of them will devote to us in any time period
will vary based on the availability of suitable target
businesses to investigate, the course of negotiations with
target businesses, and the due diligence preceding and
accompanying a possible business combination. We do not intend
to have any employees prior to the consummation of our business
combination.

Periodic
Reporting and Financial Information

We have registered the units being sold in this offering under
the Exchange Act and after this offering will have public
reporting obligations, including the filing of annual and
quarterly reports with the SEC. In accordance with the
requirements of the Exchange Act, our annual report will contain
financial statements audited and reported on by our independent
registered public accounting firm and our quarterly reports will
contain unaudited financial statements.

We will not acquire our initial target business if we cannot
obtain current audited financial statements based on United
States generally accepted accounting principles for such target
business. We will provide these financial statements in the
proxy soliciting materials sent to stockholders for the purpose
of seeking stockholder approval of our business combination. Our
executive officers and directors believe that the need for
target businesses to have, or be able to obtain, three years of
audited financial statements may limit the pool of potential
target businesses available for our business combination.

We will be required to comply with the internal control over
financial reporting requirement of the Sarbanes-Oxley Act for
the fiscal year ending December 31, 2009. A target business
may not have adequate internal control over financial reporting
to allow us to comply with our Sarbanes-Oxley Act requirements.
The process to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete our
business combination. Furthermore, weak internal controls of a
target business may affect the reliability of our financial
statements and our ability to meet our reporting obligations,
which could materially and adversely affect us.

Legal
Proceedings

To the knowledge of management, there is no litigation currently
pending or contemplated against us or any of our executive
officers or directors.

Comparison of
This Offering to Those of Blank Check Companies Subject to
Rule 419

The following table compares the terms of this offering to the
terms of an offering by a blank check company subject to the
provisions of Rule 419. This comparison assumes that the
gross proceeds, underwriting discounts, and underwriting
expenses of our offering would be identical to those of an
offering undertaken by a company subject to Rule 419, and
that the underwriter will not exercise its over-allotment
option. None of the provisions of Rule 419 apply to our
offering.

Terms of

Terms Under a

Our Offering

Rule 419 Offering

Escrow of offering proceeds

$196,900,000 of the net proceeds from this offering and the
proceeds from the sale of the private placement warrants will be
deposited in a trust account maintained by Continental Stock
Transfer & Trust Company, acting as trustee.
These proceeds consist of $190,200,000 from the net proceeds of
this offering and the sale of the private placement warrants and
$7,000,000 of proceeds attributable to the deferred underwriting
discount, less $300,000 of proceeds not held in the trust
account.

$167,000,000 of the offering proceeds would be required to be
deposited into either an escrow account with an insured
depositary institution or in a separate bank account established
by a broker dealer in which the broker dealer acts as trustee
for persons having the beneficial interests in the account.

Investment of net proceeds

The
$196,900,000 of net proceeds from this offering and the proceeds
from the sale of the private placement warrants held in the
trust account will only be invested in United States
government securities within the meaning of
Section 2(a)(16) of the Investment Company Act with a
maturity of 180 days or less or in money market funds
meeting conditions under
Rule 2a-7
promulgated under the Investment Company Act.

Proceeds could be invested only in specified securities such as
a money market fund meeting conditions of the Investment Company
Act or in securities that are direct obligations of, or
obligations guaranteed as to principal or interest by, the
United States.

Stockholder right to receive interest income earned from
funds held in the trust account

Interest income earned on funds held in the trust account (after
taxes payable on such interest income, after release of up to
$3,000,000 of

Interest or dividends earned on the funds, if any, shall be held
in the escrow or trust account until the funds are released in
accordance with

interest income earned, subject to adjustment, after taxes
payable, to fund working capital requirements and after release
of up to $125,000 to pay for liquidation costs and expenses)
will be held in the trust account for use in consummating our
business combination or released to investors upon exercise of
their conversion rights or upon liquidation.

Rule 419. Proceeds held in the escrow account would not be
released until the earlier of the consummation of our business
combination or the failure to consummate our business
combination within the allotted time. If funds held in the
escrow or trust account are released to a purchaser of the
securities, the purchaser shall receive interest or dividends
earned, if any, on such funds up to the date of release. If
funds held in the escrow or trust account are released to the
blank check company, interest or dividends earned on such funds
up to the date of release may be released to the blank check
company.

Limitation on fair value or net assets of target business

The
target for our business combination must have a fair market
value equal to at least 80% of the balance in the trust account
(less the deferred underwriting discount, taxes payable and
amounts disbursed to us for working capital purposes) at the
time of such business combination.

The fair value or net assets of a target business must represent
at least 80% of the maximum offering proceeds.

Trading of securities issued

The
units being sold in this offering will begin trading on or
promptly after the date of this prospectus. The common stock and
warrants included in the units will begin trading separately
five business days following the earlier to occur of termination
of the underwriters over- allotment option and the
exercise of such option in full, subject to our having filed the
current report on
Form 8-K
with the SEC described below and having issued a press release

No
trading of the units or the underlying common stock and warrants
would be permitted until the consummation of an acquisition.

During this period, the securities would be held in escrow or
the trust account.

In no
event will the common stock and warrants be traded separately
until we have filed a current report on
Form 8-K
with the SEC containing an audited balance sheet reflecting our
receipt of the net proceeds of this offering, including net
proceeds from the underwriters exercise of their
over-allotment option if any portion of such option has then
been exercised, and the proceeds from the sale of the private
placement warrants. We will file this
Form 8-K
promptly after the closing of this offering. If any portion of
the over-allotment option is exercised by the underwriter
following the initial filing of such
Form 8-K,
an additional current report on
Form 8-K
will be filed that includes a balance sheet reflecting our
receipt of the net proceeds from the underwriters exercise
of their over-allotment option.

Exercise of the warrants

The
warrants included in the units being sold in this offering and
the private placement warrants cannot be exercised until the
later of the consummation of our business combination or one
year from the date of this prospectus (assuming in each case
that there is an effective registration statement covering the
shares of common stock underlying the warrants in effect and a
current prospectus relating to the shares of common stock
issuable upon exercise of the warrants is available) and,
accordingly, will only be exercised after the trust account has
been terminated and distributed.

The
warrants could be exercised prior to the consummation of an
acquisition, but securities received and cash paid in connection
with the exercise would be deposited in the escrow or trust
account.

Stockholders will have the opportunity to vote on the business
combination. Each stockholder will be sent a proxy statement
containing information required by the SEC. If our shares are
listed on AMEX, the meeting to vote on the business combination
will take place not less than 23 days after mailing the
proxy statement. If our shares are not listed on AMEX, the
meeting to vote on the business combination will take place not
less than 10 days after the certification date of mailing
the proxy statement. A stockholder following the procedures
described in this prospectus is given the right to convert his,
her or its shares into a pro rata share of the trust account,
including accrued interest (after taxes payable on such interest
income and after release of up to $3,000,000 of interest income,
subject to adjustment, after taxes payable, to fund working
capital requirements). However, a stockholder who does not
follow these procedures or a stockholder who does not take any
action, including abstaining from the vote, would not be
entitled to the return of any funds from the trust account. If a
majority of the shares of common stock voted by the public
stockholders are not voted in favor of a proposed business
combination (or if holders of 40% or more of the shares of
common stock included in the units being sold in this offering
both vote against the business combination and exercise their
conversion rights, or if a majority of our outstanding shares
of

A prospectus containing information required by the SEC would
be sent to each investor. Each investor would be given the
opportunity to notify the company in writing, within a period of
no less than 20 business days and no more than 45 business days
from the effective date of a post effective amendment to the
companys registration statement, to decide if he, she, or
it elects to remain a stockholder of the company or require the
return of his, her, or its investment. If the company has not
received the notification by the end of the 45th business day,
funds and interest or dividends, if any, held in the trust or
escrow account are automatically returned to the stockholder.
Unless a sufficient number of investors elect to remain
investors, all funds on deposit in the escrow account must be
returned to all of the investors and none of the securities are
issued.

common stock are not voted in favor of an amendment to our
certificate of incorporation to provide for our perpetual
existence) but 24 months (or up to 30 months if our
stockholders approve an extension) have not yet passed since the
completion of this offering, we may seek other target businesses
that meet the criteria set forth in this prospectus with which
to consummate our business combination. If at the end of such
24-month
period (or up to
30- month
period, if our stockholders approve an extension) we have not
obtained stockholder approval for an alternate business
combination, we will liquidate and promptly distribute the
proceeds of the trust account, including accrued interest (after
taxes payable on such interest income, after release of up to
$3,000,000 of interest income, subject to adjustment, after
taxes payable, to fund working capital requirements and after
release of up to $125,000 to pay for liquidation costs and
expenses).

Business combination deadline

Pursuant to our certificate of incorporation, our corporate
existence will cease 24 months (or up to 30 months, if
our stockholders approve an extension) after the completion of
this offering except for the purposes of winding up our affairs
and we will liquidate. However, if we complete our business
combination within this time period, we will amend this
provision to allow for our perpetual existence following such
business combination.

If an
acquisition has not been consummated within 18 months after the
effective date of the blank check companys registration
statement, funds held in the trust or escrow account are
returned to investors.

If we are unable to consummate a business combination within
24 months (or up to 30 months, if our stockholders
approve an extension) of the completion of this offering, our
existence will automatically terminate and as promptly as
practicable thereafter the trustee will commence liquidating the
investments constituting the trust account and distribute the
proceeds to our public stockholders, including any interest
income earned on the trust account not used to cover liquidation
expenses, after income taxes payable on such interest and after
distribution to us of interest income on the trust account
balance as described in this prospectus.

Release of funds held in the trust account

Except with respect to interest income earned on the trust
account balance released to us to pay any income taxes on such
interest and interest income earned, after taxes payable, of up
to $3,000,000 on the balance in the trust account, subject to
adjustment, released to us to fund our working capital
requirements and up to $125,000 released to us to pay for
liquidation costs and expenses, the proceeds held in the trust
account will not be released to us until the earlier of the
completion of our business combination or the failure to
complete our business combination within the allotted time.

The
proceeds held in the escrow account are not released until the
earlier of the consummation of an acquisition or the failure to
consummate our business combination within the allotted time.
Liquidation will require stockholder approval of a plan of
liquidation approved by the blank check Companys board of
directors prior to releasing the proceeds held in the escrow
account. However, since all securities are required to be held
in the escrow or trust account, liquidation will not require
solicitation of public stockholders or compliance with the SEC
proxy rules. In the event an acquisition is not consummated
within 18 months, proceeds held in the trust account would be
returned within 5 business days of such date.

John W. Childs is the Chairman of our
Board. Mr. Childs has been Chairman and Chief
Executive Officer of J.W. Childs since 1995. From 1991 to 1995
Mr. Childs was Senior Managing Director of the Thomas H.
Lee Company and from 1987 to 1990 was a Managing Director of
Thomas H. Lee Company. Prior to 1987, Mr. Childs was
associated with the Prudential Insurance Company of America for
17 years where he held various executive positions in the
investment area, ultimately serving as Senior Managing Director
in charge of the Capital Markets Group where he was responsible
for Prudentials approximately $77 billion fixed
income portfolio, including all the Capital Markets Groups
investments in leveraged acquisitions. He is currently a
director of Advantage Sales and Marketing, Inc., Sunny Delight
Beverages Co., Esselte Ltd., Mattress Firm, CHG Healthcare
Services, Inc. and Simcon, Inc. Mr. Childs graduated from
Yale University with a B.A. degree and from Columbia University
with an M.B.A. degree.

Fuad Sawaya is the Vice Chairman of our Board and our
Executive Vice President. Mr. Sawaya is the Co-Founder and
President of Sawaya Segalas. Prior to co-founding
Sawaya Segalas in 2001, Mr. Sawaya was a Managing
Director and Group Head of the Middle Market Consumer Products
Group at J.P. Morgan & Co. From 1986 to 2000,
Mr. Sawaya held various positions at PaineWebber, Inc.,
first in the Mergers & Acquisitions department and
later in its Consumer Products Investment Banking Group, which
he ran in the late 1990s. During his 21 year investment
banking career, Mr. Sawaya has handled many transactions
involving clients in the consumer sector and well-known brands
such as Snapple Beverage Corp., Orange Glo International,
CNS, Inc., Armor All Products, Prestone Products and SoBe
Beverages, among others. In addition, Mr. Sawaya has been
involved with transactions involving companies in the retailing,
distribution and marketing services industries such as Advantage
Sales & Marketing, Randalls Supermarkets and
FoxMeyer Drug Company. Mr. Sawaya graduated from the
American University of Beirut with a B.S. degree in Civil
Engineering and from the Columbia University Graduate School of
Business with an M.B.A. degree.

William E. Watts is the Vice Chairman of our Board and
Executive Vice President. Mr. Watts has been an Operating
Partner of J.W. Childs since June 2001. From 1991 to 2001, he
was President and Chief Executive Officer of General Nutrition
Companies. Prior to being named President and Chief Executive
Officer in 1991, Mr. Watts held the positions of President
and Chief Operating Officer of General Nutrition, President and
Chief Operating Officer of General Nutrition Center, Senior Vice
President of Retailing and Vice President of Retail Operations.
Mr. Watts currently serves as Chairman of the Board of
Fitness Quest, Inc., Mattress Firm, EmployBridge, Inc. and JA
Apparel Corp. (Joseph Abboud) and is a Director of

Brookstone, Inc. Mr. Watts graduated from the State
University of New York at Buffalo with a B.A. degree.

Adam L. Suttin is our President and Chief Executive
Officer. Mr. Suttin co-founded J.W. Childs in 1995 and
is a Partner of the firm. From 1989 to 1995 Mr. Suttin was
an investment professional at Thomas H. Lee Company. He is
currently a Director of Advantage Sales and Marketing, Inc.,
Brookstone, Inc., Coldmatic Products International LLC, Sunny
Delight Beverages Co., Esselte Ltd., JA Apparel Corp. (Joseph
Abboud), Mattress Firm and The NutraSweet Company.
Mr. Suttin graduated from the Wharton School of the
University of Pennsylvania with a B.S. degree and from the Moore
School of Engineering of the University of Pennsylvania with a
Bachelor of Applied Science degree.

David A. Fiorentino is our Executive Vice President and
Chief Financial Officer, Treasurer and Secretary.
Mr. Fiorentino is a Principal of J.W. Childs. He joined the
firm in 2000 after working previously in the investment banking
division of Morgan Stanley from 1998 to 2000. He is currently a
Director of CHG Healthcare Services, Inc., EmployBridge, Inc.,
W/S Packaging Group, Inc., Fitness Quest, Inc., Mattress Firm,
JA Apparel Corp. (Joseph Abboud) and Esselte Ltd..
Mr. Fiorentino graduated from Amherst College with a B.A.
degree and from Harvard Business School with an M.B.A. degree.

Raymond B. Rudy is our Executive Vice
President. Mr. Rudy has been an Operating
Partner of J.W. Childs since July 1995. From 1992 until its sale
in 1994 he was Deputy Chairman of Snapple Beverage Corp. From
1987 to 1989, Mr. Rudy was President of the Best Foods
Affiliates of CPC International. From 1984 to 1986,
Mr. Rudy was Chairman, President and CEO of Arnold Foods
Company, a leveraged buyout, led by Clayton,
Dubilier & Rice. From 1979 to 1984, Mr. Rudy was
President of Oroweat Foods Company, a subsidiary of Continental
Grain Company. From 1963 to 1979, Mr. Rudy served in
various executive positions at General Foods Corporation,
including Group Vice President for diversified operations (1973
to 1976) and international development (1976 to 1979).
Mr. Rudy is Chairman of the Board of Sunny Delight
Beverages Co. and is a Director of Advantage Sales and
Marketing, Inc. Mr. Rudy graduated from UCLA with a B.S.
degree and from Xavier University with an M.B.A. degree.

Arthur P. Byrne is our Executive Vice
President. Mr. Byrne has been an Operating
Partner of J.W. Childs since August 2002. From 1991 until 2002
he was Chairman, President and CEO of The Wiremold Company From
1985 until 1991, Mr. Byrne was a Group Executive with the
Danaher Corporation. Prior to joining Danaher, Mr. Byrne
held various positions with the General Electric Company
including General Manager of its Nickel Cadmium Battery
Operations and its High Intensity and Quartz Lamp Department.
Mr. Byrne is currently Chairman of the Board of WS
Packaging Group, Inc., Coldmatic Products International LLC,
MAAX and Esselte Ltd. Mr. Byrne graduated from Boston
College with a B.S. degree and from Babson College with an
M.B.A. degree.

Number and Terms
of Directors

Our board of directors has seven directors and is divided into
three classes with only one class of directors being elected in
each year and each class serving a three-year term. The term of
office of the first class of directors, consisting
of
and
will expire at our first annual meeting of stockholders. The
term of office of the second class of directors, consisting
of
and
will expire at the second annual meeting. The term of office of
the third class of directors, consisting
of ,
and ,will
expire at the third annual meeting.

Our directors will play a key role in identifying and evaluating
prospective target businesses, selecting the target business,
and structuring, negotiating and consummating its combination
with us. None of our directors has been a principal of or
affiliated with a public

blank check company that executed a business plan similar to our
business plan and none of our directors is currently affiliated
with such an entity.

Director
Independence

The AMEX listing standards require that a majority of our board
of directors be independent. Our board of directors has
determined
that , ,
and
are independent directors as defined in the AMEX
listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only
independent directors are present. In addition, the independent
directors will monitor compliance on a quarterly basis with the
terms of this offering. If any noncompliance is identified, then
the independent directors will be charged with the
responsibility to immediately take all necessary action to
rectify such noncompliance or otherwise cause compliance with
the terms of this offering. The independent directors
approval will be required for any affiliated party transaction.

Committees of the
Board of Directors

Audit
Committee

Our board of directors has an audit committee that reports to
the board of
directors. ,
and
serve as members of our audit committee. Under the AMEX listing
standards and applicable SEC rules, we are required to have
three members of the audit committee, all of whom must be
independent, subject to the exception described
below.
and
are independent. Because we expect to list our securities on the
AMEX in connection with our initial public offering, we have one
year to have our audit committee be comprised solely of
independent members. When we have identified one additional
independent director, as we intend to do, he or she will serve
on the audit committee, and will resign from the committee.

serves as the Chairman of the audit committee. Each member of
the audit committee is financially literate and our board of
directors has determined
that
qualifies as an audit committee financial expert as
defined in applicable SEC rules.

The audit committee is responsible for:



meeting with our independent accountants regarding, among other
issues, audits, and adequacy of our accounting and control
systems;



monitoring the independence of the independent auditor;



verifying the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit as required by
law;



inquiring and discussing with management our compliance with
applicable laws and regulations;



pre-approving all audit services and permitted non-audit
services to be performed by our independent auditor, including
the fees and terms of the services to be performed;



appointing or replacing the independent auditor;



determining the compensation and oversight of the work of the
independent auditor (including resolution of disagreements
between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an
audit report or related work;

establishing procedures for the receipt, retention and treatment
of complaints received by us regarding accounting, internal
accounting controls or reports which raise material issues
regarding our financial statements or accounting policies;



monitoring compliance on a quarterly basis with the terms of
this offering and, if any noncompliance is identified,
immediately taking all action necessary to rectify such
noncompliance or otherwise causing compliance with the terms of
this offering; and



reviewing and approving all payments made to our existing
holders, executive officers or directors and their respective
affiliates, other than a payment of an aggregate of $10,000 per
month to J.W. Childs for office space and administrative
services. Any payments made to members of our audit committee
will be reviewed and approved by our board of directors, with
the interested director or directors abstaining from such review
and approval.

Nomination of
Director Candidates

The American Stock Exchange requires that nominees for election
to our board must be either selected, or recommended for our
full boards selection, by either a nominating committee
comprised solely of our independent directors or by a majority
of our independent directors. In addition, the American Stock
Exchange requires that we adopt a formal written charter or
resolution of our board, as applicable, addressing the director
nomination process.

We have not established a nominating committee or adopted a
nominating committee charter. A majority of our independent
directors shall select, or recommend to our full board for
selection, all nominees for election to our board. Our
independent directors will recruit, review and nominate
candidates for election to our board, review candidates for
election to our board proposed by our stockholders and conduct
appropriate inquiries into the background and qualifications of
any such candidates. Our board has adopted resolutions
addressing the role of our independent directors in the director
nomination process and our policy with regards to the
consideration of director candidates proposed by our
stockholders. Candidates for election to our board will be
reviewed by our independent directors in the context of the
current composition of our board, our current operating
requirements and the long-term interests of our stockholders. In
conducting this assessment, our independent directors will
consider and evaluate each candidate for election to our board
based upon an assessment of the following criteria:



Whether the candidate is independent pursuant to the
requirements of the American Stock Exchange;



Whether the candidate is accomplished in his or her field and
has a reputation, both personally and professionally, that is
consistent with our image and reputation;



Whether the candidate has the ability to read and understand
basic financial statements, and, if applicable, whether the
candidate satisfies the criteria for being an audit
committee financial expert, as defined by the SEC;



Whether the candidate has relevant experience and expertise and
would be able to provide insights and practical wisdom based
upon that experience and expertise;



Whether the candidate has knowledge of our company and issues
affecting us;



Whether the candidate is committed to enhancing stockholder
value;



Whether the candidate fully understands, or has the capacity to
fully understand, the legal responsibilities of a director and
the governance processes of a public company;



Whether the candidate is of high moral and ethical character and
would be willing to apply sound, objective and independent
business judgment and to assume broad fiduciary responsibility;

Whether the candidate would be willing to commit the required
hours necessary to discharge the duties of board membership;



Whether the candidate has any prohibitive interlocking
relationships or conflicts of interest; and



Whether the candidate is able to develop a good working
relationship with other board members and contribute to our
boards working relationship with our senior management.

Executive Officer
and Director Compensation

No compensation of any kind, including finders and
consulting fees, will be paid to any of our executive officers,
directors or existing holders, or any of their respective
affiliates (except as otherwise set forth in this prospectus),
for services rendered prior to or in connection with our
business combination. However, our executive officers and
directors will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf, such as
attending board of directors meetings, participating in the
offering process, identifying potential target businesses and
performing due diligence on suitable business combinations.
There is no limit on the amount of out-of-pocket expenses
reimbursable by us and there will be no review of the
reasonableness of the expenses by anyone other than our board of
directors, which includes persons who may seek reimbursement, or
a court of competent jurisdiction if such reimbursement is
challenged. To the extent such out-of-pocket expenses exceed the
available proceeds not deposited in the trust account and
proceeds properly withdrawable from the trust account, such
out-of-pocket expenses would not be reimbursed by us unless we
consummate our business combination.

In addition, our current executive officers and directors may or
may not remain with us following our business combination,
depending on the type of business acquired and the industry in
which the target business operates. If they do remain with us in
a management role following our business combination, we may
enter into employment or other compensation arrangements with
them following our business combination, the terms of which have
not yet been determined. We cannot assure you that our current
executive officers and directors will be retained in any
significant role, or at all, and have no ability to determine
what remuneration, if any, will be paid to them if they are
retained following our business combination.

Code of Ethics
and Committee Charters

We have adopted a Code of Ethics that applies to our officers,
directors and employees. We have filed a copy of our Code of
Ethics and our board committee charters as exhibits to the
registration statement of which this prospectus is a part. You
will be able to review these documents by accessing our public
filings at the SECs web site at www.sec.gov. In addition,
a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or
waivers of certain provisions of our Code of Ethics in a current
report on
Form 8-K.

Conflicts of
Interest

You should be aware of the following potential conflicts of
interest:



Our executive officers and directors are not required to commit
their full time to our affairs and, accordingly, they will have
conflicts of interest in allocating management time among
various business activities.



To the extent any of our executive officers or directors
identifies an opportunity for a potential business combination
equally suitable for us and another entity to which such person
has a fiduciary duty or pre-existing contractual obligation to
present such

opportunity, such executive officer or director will first
present such opportunity to such other entity or entities, and
he or she will only present such opportunity to us to the extent
such other entity or entities first reject or are unable to
pursue such opportunity.



Sawaya Segalas engages in a wide range of financial advisory
activities for a variety of clients, including institutions,
companies and individuals. Sawaya Segalas has no fiduciary
obligations to us. Therefore, it has no obligation to present
business combination opportunities to us and will only do so if
it believes it will not violate its other contractual or
fiduciary obligations. Accordingly, there may be situations in
which Sawaya Segalas has an obligation or an interest that
actually or potentially conflicts with our interests.



Mr. Sawaya is not independent from Sawaya Segalas, has
other responsibilities (including advisory responsibilities)
within Sawaya Segalas and has an economic interest in the
success of Sawaya Segalas separate and apart from his economic
interest in us. Mr. Sawaya will continue to work for and
receive compensation relating to advisory activities at Sawaya
Segalas notwithstanding his association with us.



Clients of Sawaya Segalas advisory business may compete
with us for acquisition opportunities meeting our investment
objectives. If Sawaya Segalas is engaged to act for any such
clients, we may be precluded from pursuing such opportunities.



Sawaya Segalas advisory business may also be engaged to
advise the seller of an entity, business or assets that would
qualify as an acquisition opportunity for us. In such cases, we
may be precluded from participating in the sale process or from
purchasing the entity, business or asset. If we are permitted to
pursue the opportunity, the interests of Sawaya Segalas or its
obligation to the seller will diverge from our interests.
Accordingly, in any such case, we expect that Mr. Sawaya
would not participate in any deliberations with respect to such
potential acquisitions.



Our independent directors may have fiduciary duties or
pre-existing contractual obligations or advisory arrangements
that prevent them from presenting otherwise suitable target
businesses to us or that otherwise raise potential conflicts of
interest with us. Our independent directors are under no
obligation to present to us opportunities for a potential
business combination of which they become aware, unless the
particular opportunity was expressly offered to the independent
director solely in his capacity as one of our directors.



Approximately $5,025,000 of the investment in us of our sponsor
and certain of our officers and directors will be lost if we do
not consummate a business combination prior
to ,
2010,
(or ,
2011, if our stockholders approve an extension). This amount is
comprised of consideration paid by it for the initial securities
and the private placement warrants. These amounts are in
addition to claims made against the trust account by creditors
who have not executed waivers of claims.



Unless we consummate our business combination, our sponsor,
executive officers and directors and J.W. Childs and its
employees will not receive reimbursement for any out-of-pocket
expenses incurred by them to the extent that such expenses
exceed the amount of available proceeds not deposited in the
trust account and the amount of interest income from the trust
account that may be released to us as working capital. These
amounts were calculated based on managements estimates of
the funds needed to finance our operations for 24 months
(or up to 30 months, if our stockholders approve an
extension) and to pay expenses in identifying and consummating
our business combination. Those estimates may prove to be
inaccurate, especially if a portion of the available proceeds is
used to make a down payment in connection with our business
combination or pay exclusivity or similar fees or if we expend a
significant portion in pursuit of a business combination that is
not consummated. Our executive officers and

directors may, as part of any business combination, negotiate
the repayment of some or all of any such expenses. The financial
interest of our executive officers and directors could influence
our executive officers and directors motivation in
selecting a target business, and therefore they may have a
conflict of interest when determining whether a particular
business combination is in our stockholders best interest.
Specifically, our executive officers and directors may tend to
favor potential business combinations with target businesses
that offer to reimburse any expenses that we did not have the
funds to reimburse ourselves.



Our executive officers and directors may have a conflict of
interest with respect to evaluating a particular business
combination if the retention or resignation of any such
executive officers and directors were included by a target
business as a condition to any agreement with respect to a
business combination.

J.W. Childs is a private equity firm based in Boston,
Massachusetts specializing in leveraged buyouts and
recapitalizations of middle market growth companies. Since its
founding in 1995, J.W. Childs has sponsored three equity capital
funds:



J.W. Childs Equity Partners, L.P. was formed in 1995 with
aggregate committed capital of $463 million. This fund
invested in ten companies, all of which investments have been
realized.



J.W. Childs Equity Partners II, L.P. was formed in 1998, with
aggregate committed capital of $1.1 billion. This fund
invested in 12 companies. All of these investments, other than
investments in The NutraSweet Company, a manufacturer of high
intensity sweeteners, InSight Health Services Corp., a provider
of diagnostic imaging and information treatment and related
management services, and Simcon, Inc., a flight training
company, have been realized.



J.W. Childs Equity Partners III, L.P. was formed in 2002 with
aggregate committed capital of $1.9 billion. This fund
invested in 18 companies. Six of these investments have been
fully realized leaving this fund with investments in Advantage
Sales and Marketing, Inc., a sales and marketing agency;
Brookstone, Inc., a specialty retailer and product development
company; CHG Healthcare Services, Inc., a healthcare staffing
company; Coldmatic Products International LLC, a manufacturer of
commercial refrigeration and food service equipment; Esselte
Ltd., a manufacturer of filing and workspace documents;
EmployBridge, Inc., a provider of specialty staffing services;
Fitness Quest, Inc., a distributor of home fitness and related
products; JA Apparel Corp. (Joseph Abboud), a mens apparel
company; MAAX, a manufacturer and distributor of bathroom
fixtures; Mattress Firm, a bedding retailer; Sunny Delight
Beverages Co., a producer of juice beverages; and WS Packaging
Group, Inc., a manufacturer of pressure sensitive labels.

Under the terms of the partnership agreement of these funds, no
further investments may be made by these funds other than
investments in the existing portfolio companies listed above.
Our directors and officers are also directors and in some cases
officers of the general partners of these funds and the
portfolio companies listed above and therefore owe fiduciary
duties to these funds and each of these companies.

Our certificate of incorporation will provide that the doctrine
of corporate opportunity, or any other analogous doctrine, will
not apply against us or any of our officers or directors or in
circumstances that would conflict with any fiduciary duties or
contractual obligations they may have currently or in the future
in respect of J.W. Childs as a general partner of J.W. Childs
Equity Partners II, L.P. and J.W. Childs Equity Partners III,
L.P. or any companies in which J.W. Childs Equity Partners
II, L.P. or J.W. Childs Equity Partners III, L.P. have invested
or any other fiduciary duties or contractual obligations they
may have as of the date of this prospectus. Accordingly,
business opportunities that may be attractive to the remaining
J.W. Childs

portfolio companies listed above will not be presented to us
unless the portfolio company has declined to accept such
opportunities.

We have agreed not to consummate a business combination with an
entity which is affiliated with our existing stockholders,
executive officers, directors or J.W. Childs, including an
entity that is a portfolio company of J.W. Childs Equity
Partners II, L.P. or J.W. Childs Equity Partners III, L.P.,
unless we obtain an opinion from an independent investment
banking firm that the business combination is fair to our
unaffiliated stockholders from a financial point of view and any
such transaction must be approved by a majority of our directors
who do not have an interest in such a transaction, which will be
comprised of independent directors. We currently do not
anticipate entering into a business combination with an entity
affiliated with J.W. Childs or our directors.

In connection with the vote required for any business
combination, our existing holders have agreed to vote all of the
shares of common stock held by them prior to the completion of
this offering, if any, with respect to our business combination
in the same manner that the majority of the shares of common
stock offered hereby are voted by our public stockholders and
have also agreed to waive the conversion rights associated with
such shares. Our existing holders also have agreed that if they
acquire shares of common stock (including shares of common stock
purchased pursuant to the purchase commitment) in or following
the completion of this offering they will vote all such acquired
shares in favor of our business combination and that they will
vote all shares owned by them in favor of amending our
certificate of incorporation to provide for our perpetual
existence. In addition, our existing holders have agreed to
waive their right to participate in any liquidation distribution
with respect to the initial shares. Our existing holders will
not have conversion rights with respect to any shares acquired
in or following the completion of this offering.

Limitation on
Liability and Indemnification of Directors and
Officers

Our certificate of incorporation provides that our officers and
directors will be indemnified by us to the fullest extent
authorized by Delaware law as it now exists or may in the future
be amended. In addition, our certificate of incorporation
provides that our directors will not be personally liable for
monetary damages to us for breaches of their fiduciary duty as
directors to the fullest extent permitted by Delaware law.

We will enter into agreements with our officers and independent
directors to provide contractual indemnification in addition to
the indemnification provided for in our certificate of
incorporation. Prior to our business combination, our
obligations under these agreements will be guaranteed by J.W.
Childs, which is an affiliate of our sponsor. We believe that
these provisions and agreements are necessary to attract
qualified officers and directors. Our bylaws also will permit us
to secure insurance on behalf of any officer, director or
employee for any liability arising out of his or her actions,
regardless of whether Delaware law would permit such
indemnification. We will purchase a policy of directors
and officers liability insurance that insures our officers
and directors against the cost of defense, settlement or payment
of a judgment in some circumstances and insures us against our
obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a
lawsuit against our directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against directors and
officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a
stockholders investment may be adversely affected to the
extent we pay the costs of settlement and damage awards against
directors and officers pursuant to these indemnification
provisions. We believe that these provisions, the insurance and
the indemnity agreements are necessary to attract and retain
talented and experienced directors and officers.

The following table sets forth information regarding the
beneficial ownership of our common stock as of the date of this
prospectus, and as adjusted to reflect the sale of our common
stock included in the units offered by this prospectus (assuming
no purchase of units in this offering by the persons listed in
the following table), by:



each person known by us to be the beneficial owner of more than
5% of our outstanding shares of common stock;



each of our executive officers and directors; and



all of our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in
the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them. The
following table does not reflect record or beneficial ownership
of the initial warrants or the private placement warrants as
these warrants are not exercisable within 60 days of the
date of this prospectus.

As Adjusted for this Offering

No Exercise of

Full Exercise of

Over-allotment Option

Over-allotment Option

Percentage

Percentage

Percentage

Number of

of

of

of

Shares

Outstanding

Outstanding

Outstanding

before this

Common

Number of

Common

Number of

Common

Name of Beneficial Owners (1)(2)

Offering

Stock

Shares

Stock (3)

Shares

Stock (3)

JWC Acquisition, LLC (4)

5,750,000

100

%

5,000,000

20

%

5,750,000

20

%

John W. Childs (4)

5,750,000

100

%

5,000,000

20

%

5,750,000

20

%

Fuad Sawaya (4)

William E. Watts (4)

Adam L. Suttin (4)

David A. Fiorentino (4)

Raymond B. Rudy (4)

Arthur P. Byrne (4)

(5)

(5)

(5)

(5)

All directors and officers as a group (persons)

%

20

%

20

%

(1)

Unless otherwise noted, the
business address of each of the following is 111 Huntington
Avenue, Suite 2900, Boston Massachusetts 02199.

(2)

We intend to invite four other
individuals to join our board as independent directors.

(3)

Assumes no exercise of any warrants
included in the units.

(4)

These shares represent one hundred
percent of our shares of common stock held by our sponsor. Each
of Messrs. Childs, Watts, Suttin, Fiorentino, Rudy and
Byrne is a member of JWC Manager, LLC, the managing member of
JWC Acquisition, LLC. Mr. Sawaya is a member of a limited
liability company that is a member of JWC Acquisition, LLC.
Mr. Childs may be deemed to be the beneficial owner of all
of the shares of our outstanding common stock held by JWC
Acquisition, LLC but disclaims beneficial ownership of any
shares in which he does not have a pecuniary interest.

(5)

For each
of ,
these shares vest on the consummation of the business
combination, provided that he is still affiliated with us or our
sponsor as an employee, officer or director, or such affiliation
has been terminated without cause or as a result of the death or
disability. In the event such director is not affiliated with us
or our sponsor prior to the business combination, for reasons
other than as described in the previous sentence, the sponsor
has a right to repurchase under certain terms and conditions
these shares at a purchase price of approximately
$ per share.

If we determine that the size of the offering should be
increased or decreased from the size set forth in this
prospectus, a stock dividend, a reverse stock split or other
adjustment, as applicable, would be effectuated in order to
maintain our existing holders ownership percentage at 20%
of the total number of shares of our common stock outstanding
upon completion of this offering.

In addition, in connection with any vote required for our
business combination, our existing holders have agreed to vote
all of the shares of common stock held by them prior to the
completion of this offering, with respect to our business
combination and amending our certificate of incorporation to
provide for our perpetual existence in the same manner that the
majority of the shares of common stock offered hereby are voted
by our public stockholders. Our existing holders also have
agreed that if they acquire shares of common stock in or
following completion of this offering (including the shares of
common stock purchased pursuant to the purchase commitment),
they will vote all such acquired shares in favor of our business
combination and in favor of amending our certificate of
incorporation to provide for our perpetual existence.

We have agreed that we may not directly or indirectly, offer,
sell, contract or grant any option to sell, pledge, transfer,
hedge or otherwise dispose of any new units, shares of common
stock, preferred stock or securities convertible into or
exchangeable for shares of common stock, or publicly announce
the intention to do any of the foregoing, in each case during
the period from the date of this prospectus and ending on the
consummation of our business combination, without the prior
written consent of Deutsche Bank Securities Inc. We have also
agreed that we will not issue any debt securities, or incur any
indebtedness, unless such indebtedness or debt securities are
not repayable and no interest is payable with respect thereto
until and unless we consummate our business combination. In
addition, during this period, we have also agreed not to file
any registration statement for any shares of common stock or any
securities convertible into or exercisable or exchangeable for
common stock without the prior written consent of Deutsche Bank
Securities Inc. The restrictions described above do not apply to
issuances by us pursuant to or in connection with any business
combination.

Our existing holders have agreed, subject to certain exceptions
described below, not to transfer, assign or sell, directly or
indirectly:



any of the initial units or any of the common stock or warrants
included in such units (including the common stock issuable upon
exercise of the warrants) for a period of 180 days from the
date of consummation of our business combination, or



any of the private placement warrants (including the common
stock issuable upon exercise of the warrants) without the prior
written consent of Deutsche Bank Securities Inc. until after we
consummate our business combination.

In addition, John W. Childs and our officers and directors
(other than independent directors) or their affiliates will
agree not to sell or transfer any shares of common stock or
co-investment units (including the securities underlying or
issuable upon exercise of such securities) purchased pursuant to
the purchase commitment without the prior written consent of
Deutsche Bank Securities Inc., subject to certain exceptions,
until 180 days after the consummation of our business
combination.

Notwithstanding the foregoing, the issuer units, the private
placement warrants and the co-investment units (including the
securities underlying or issuable upon exercise of such
securities) and any shares of common stock purchased by John W.
Childs and our officers and directors (other than independent
directors) or their affiliates pursuant to the purchase
commitment will be transferable to the following permitted
transferees:

the officers, directors and employees of our sponsor, J.W.
Childs, Sawaya Segalas or any of their affiliates;



family members of the holder or a trust or other estate planning
vehicle for the benefit of such family member or a charitable
organization;



transferees pursuant to a qualified domestic relations order or
by virtue of laws governing descent or distribution upon the
death of a holder; and



any stockholder, partner, member, officer, director, employee or
other affiliate of a holder.

All permitted transferees receiving such securities must agree
in writing to be subject to the same transfer restrictions as
our existing holders and any such transfers will be made in
accordance with applicable securities laws.

John W. Childs may be considered one of our
promoters as that term is defined under Federal
securities laws.

On February 22, 2008, our sponsor purchased 5,750,000 of
our units from us for an aggregate purchase price of $25,000 in
cash, or approximately $0.004 per unit, in a private placement.
Prior to the completion of this offering, our independent
directors will
purchase shares
of our common stock directly from our sponsor at cost.

On March 11, 2008, we entered into an agreement with John
W. Childs and our officers and directors (other than independent
directors) or their affiliates pursuant to which they have
agreed to purchase an aggregate of 5,000,000 warrants at a
purchase price of $1.00 per warrant for an aggregate purchase
price of $5,000,000. These warrants will be purchased in a
private placement pursuant to an exemption from registration
contained in Section 4(2) of the Securities Act. The
private placement will occur immediately prior to completion of
this offering.

In addition, prior to the closing of this offering, John W.
Childs and our officers and directors (other than independent
directors) or their affiliates , will enter into an agreement
with Deutsche Bank Securities Inc. in accordance with
Rule 10b5-1
under the Securities Act, pursuant to which they will place
limit orders for up to an aggregate of $15,000,000 of our common
stock commencing two business days after we file a preliminary
proxy statement relating to our business combination and ending
on the business day immediately preceding the record date for
the meeting of stockholders at which such business combination
is to be approved, or earlier in certain circumstances. The
limit orders will require John W. Childs and our officers and
directors (other than independent directors) or their affiliates
to purchase any of our shares of common stock offered for sale
at or below a price equal to the per-share value of the trust
account as of the date of our most recent annual report on
Form 10-K
or quarterly report on
Form 10-Q,
as applicable, filed prior to such purchase. The purchase of
such shares will be made by Deutsche Bank Securities Inc. or
another broker dealer mutually agreed upon by such firm and John
W. Childs. These purchases will be made in accordance with the
guidelines of
Rule 10b5-1
under the Exchange Act and so as to satisfy the conditions of
Rule 10b-18
under the Exchange Act whether or not it is available, and will
otherwise be subject to applicable law. John W. Childs and our
officers and directors (other than independent directors) or
their affiliates will agree to vote all shares of common stock
purchased pursuant to such limit orders will be voted in favor
of our business combination and in favor of an extension of our
corporate existence to up to 30 months from the date of
this prospectus in the event we have entered into a definitive
agreement for, but have not yet consummated, our business
combination. As a result, John W. Childs and our officers and
directors (other than independent directors) or their affiliates
may be able to influence the outcome of our business combination
or a proposed extension. John W. Childs and our officers and
directors (other than independent directors) or their affiliates
will not be permitted to exercise conversion rights with respect
to any shares of common stock purchased pursuant to such limit
orders but it will participate in any liquidation distribution
with respect to such shares. Any portion of the $15,000,000 not
used for open market purchases of common stock will be applied
to the purchase of units from us, at a price of $10.00 per unit,
immediately prior to the consummation of our business
combination.

Our existing holders, the members of our sponsor and their
permitted transferees will be entitled to make up to three
demands that we register these securities including shares of
common stock issuable upon exercise of warrants pursuant to an
agreement to be signed prior to or on the date of this
prospectus. In addition, these holders have certain
piggy-back registration rights with respect to these
shares on registration statements filed subsequent to such date.
However, the registration rights agreement provides that we will
not permit any registration statement filed under the Securities
Act to become effective until termination of

the applicable
lock-up
period. We will bear the expenses incurred in connection with
the filing of any such registration statements.

Our existing holders have waived their rights to participate in
any liquidating distributions occurring upon our failure to
consummate our business combination with respect to the initial
securities and the private placement warrants. Existing holders
will participate in any liquidating distributions with respect
to any shares of common stock acquired by them in connection
with or following this offering. In connection with any vote
required for our business combination, our existing holders have
agreed to vote all of the initial shares owned by them with
respect to our business combination and amending our certificate
of incorporation to provide for our perpetual existence in the
same manner that the majority of the shares of common stock
offered hereby are voted by our public stockholders. Our
existing holders also have agreed that if they acquire shares of
common stock in or following completion of this offering
(including the shares of common stock purchased pursuant to the
purchase commitment), they will vote all such acquired shares in
favor of our business combination and in favor of amending our
certificate of incorporation to provide for our perpetual
existence. Accordingly, our existing holders will not have any
conversion rights with respect to the shares of common stock
acquired by them. A stockholder is eligible to exercise its
conversion rights only if it votes against our business
combination that is ultimately approved and consummated.

J.W. Childs made us an interest-free loan of $200,000 for the
payment of offering expenses. The loan will be repaid upon the
earlier of the completion of this offering or January 31,
2009. Additionally, we will pay J.W. Childs a monthly fee of
$10,000 for general and administrative services, including
office space, utilities and secretarial support from the
completion of this offering until the earlier of our
consummation of a business combination and our liquidation. We
believe that, based on rents and fees for similar services in
Boston, Massachusetts, the fees charged by J.W. Childs are at
least as favorable as we could have obtained from unaffiliated
third parties.

We will reimburse our executive officers and directors for any
out-of-pocket business expenses incurred by them in connection
with certain activities on our behalf such as identifying and
investigating possible target businesses for our business
combination. There is no limit on the amount of accountable
out-of-pocket expenses reimbursable by us, which will be
reviewed only by our board of directors or a court of competent
jurisdiction if such reimbursement is challenged. To the extent
such out-of-pocket expenses exceed the available proceeds not
deposited in the trust account, such out-of-pocket expenses
would not be reimbursed by us unless we consummate our business
combination.

Other than the repayment of the $200,000 interest-free loan
described above, the payment of $10,000 per month to J.W. Childs
in connection with the office space and certain general and
administrative services rendered to us and reimbursement for
out-of-pocket expenses payable to our executive officers and
directors and employees of J.W. Childs and Sawaya Segalas, no
compensation of any kind, including finders and consulting
fees, will be paid to any of our executive officers, directors,
or existing holders or any of their respective affiliates prior
to or for any services they render in order to consummate our
business combination.

We have entered into a license agreement with J.W. Childs and
John W. Childs permitting us to use the corporate name
J.W. Childs prior to our business combination. We
are not obligated to pay J.W. Childs or John W. Childs for this
license.

We have agreed to indemnify our officers and directors against
certain liabilities and expenses. Prior to our business
combination, J.W. Childs will provide guarantees of certain of
our obligations to our officers and directors under the
indemnity agreements. We will not pay a fee for any such
guarantees.

All ongoing and future transactions between us and any of our
executive officers and directors or their respective affiliates,
including loans by our executive officers and directors, will be
on terms believed by us to be no less favorable than are
available from unaffiliated third parties and such transactions
or loans, including any forgiveness of loans, will require prior
approval in each instance by a majority of our independent
directors or the members of our board of directors who do not
have an interest in the transaction and who are not affiliated
with J.W. Childs or Sawaya Segalas, in either case who had
access, at our expense, to our attorneys or independent legal
counsel.

For a more detailed discussion of conflicts of interest, please
see the section entitled ManagementConflicts of
Interest.

We are authorized to issue up to 79,000,000 shares of
common stock, par value $0.0001 per share, and
1,000,000 shares of preferred stock, par value $0.0001 per
share. Immediately after the completion of this offering, we
will have 25,000,000 shares of common stock outstanding
(assuming that the underwriters over-allotment has not
been exercised). The underwriting agreement prohibits us, prior
to our business combination, from issuing additional units,
additional common stock, preferred stock, additional warrants,
or any options or other securities convertible or exchangeable
into common stock or preferred stock which participates in any
manner in the proceeds of the trust account, or which votes as a
class with the common stock on our business combination;
provided that, we may issue additional equity in connection with
consummating our business combination.

Units

Units Being Sold
in this Offering

Each unit consists of one share of common stock and one warrant.
Each warrant entitles the holder to purchase one share of common
stock. The common stock and warrants included in these units
will begin trading separately five business days (or as soon as
practicable thereafter) following the earlier to occur of the
expiration of the underwriters over-allotment option to
purchase additional units to cover over-allotments or the
exercise of such option in full, subject to our having filed the
current report on
Form 8-K
that includes an audited balance sheet reflecting our receipt of
the net proceeds of this offering and having issued a press
release announcing when such separate trading will begin. We
will file a current report on
Form 8-K,
including an audited balance sheet, promptly after the
completion of this offering, which is anticipated to take place
four business days after the date of this prospectus. The
audited balance sheet will include the net proceeds we receive
from the underwriters exercise of their over-allotment
option if any portion of the over-allotment option is exercised
prior to the filing of the current report on
Form 8-K
and, if any portion of such over-allotment option is exercised
by the underwriter after such time, we will file an additional
current report on
Form 8-K
that includes a balance sheet reflecting our receipt of the net
proceeds from the underwriters exercise of their
over-allotment option. Following the date the common stock and
warrants are eligible to trade separately, the units will
continue to be listed for trading, and any security holder may
elect to break apart a unit and trade the common stock or
warrants separately or as a unit. Even if the component parts of
the units are broken apart and traded separately, the units will
continue to be listed as a separate security, and consequently,
any subsequent security holder owning common stock and warrants
may elect to combine them together and trade them as a unit.
Security holders will have the ability to trade our securities
as units until such time as the warrants expire or are redeemed.

Initial
Securities

On February 22, 2008, our sponsor purchased 5,750,000 of
our units from us for an aggregate purchase price of $25,000 in
cash, or approximately $0.004 per unit, in a private placement.
Prior to the completion of this offering, our independent
directors will each
purchase shares
of our common stock directly from our sponsor at cost. The
initial units will be identical to the units sold in this
offering, except that:



the existing holders are subject to the transfer restrictions
described below;



the initial units are immediately separable into initial shares
and initial warrants;

the existing holders have agreed to vote their initial shares in
the same manner as a majority of the shares of our common stock
voted by the public stockholders in connection with the vote
required to approve our business combination and have agreed to
waive their conversion rights with respect to their initial
shares;



the existing holders have agreed to waive their rights to
participate in any liquidation distribution with respect to
their initial shares if we fail to consummate our business
combination;



the initial warrants will not be redeemable by us so long as
they are held by the existing holders or their permitted
transferees;



the initial warrants will not be exercisable unless and until
the closing price of our common stock on the American Stock
Exchange, or other national securities exchange on which our
common stock is traded, or on the OTCBB (or successor exchange),
equals or exceeds $13.75 per share for any 20 trading days
within a 30
trading-day
period beginning 90 days after the consummation of our
business combination; and



the initial warrants will be exercisable at the option of the
holder on a cashless basis so long as they are held by the
existing holders or their permitted transferees.

Our existing holders have agreed, subject to certain exceptions
described below, not to sell or otherwise transfer any of their
initial units (including the common stock to be issued upon
exercise of the initial warrants) until 180 days after the
date of the consummation of our business combination.

Notwithstanding the foregoing, the existing holders are
permitted to transfer their initial securities (including the
common stock to be issued upon exercise of the initial warrants)
to permitted transferees who agree in writing to be bound to the
transfer restrictions, agree to vote their initial shares in the
same manner that the majority of the shares of our common stock
voted by our public stockholders in connection with our business
combination and waive any rights to participate in any
liquidation distribution with respect to their initial shares if
we fail to consummate our business combination.

Permitted transferees of a holder means:



the company and our officers, directors and employees;



the officers, directors and employees of our sponsor, J.W.
Childs, Sawaya Segalas or any of their affiliates;



family members of the holder or a trust or other estate planning
vehicle for the benefit of such family members or a charitable
organization;



transferees pursuant to a qualified domestic relations order or
by virtue of laws governing descent or distribution upon the
death of a holder; and



any stockholder, partner, member, officer, director, employee or
other affiliate of a holder.

For so long as the initial securities (including the common
stock to be issued upon exercise of the initial warrants) are
subject to transfer restrictions, they will be held in an escrow
account maintained by Continental Stock Transfer &
Trust Company.

Co-investment
units

John W. Childs and our officers and directors (other than
independent directors) or their affiliates will purchase up to
an aggregate of $15,000,000 of units for $10.00 per unit
immediately prior to the consummation of our business
combination to the extent such funds are not used to purchase
shares of our common stock by John W. Childs and our officers
and directors (other than independent directors) or their
affiliates pursuant to the limit orders described in

this prospectus. These co-investment units will be identical to
the units sold in this offering, except that the co-investment
units and shares of common stock and warrants included in such
units may not be transferred until 180 days after the
consummation of our business combination. Notwithstanding the
foregoing, John W. Childs and our officers and directors (other
than independent directors) or their affiliates are permitted to
transfer the foregoing securities to permitted transferees who
agree to be bound by such transfer restrictions.

Common
Stock

Our stockholders are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. In
connection with any vote required for our business combination,
our existing holders have agreed, and their permitted
transferees will agree, to vote all of the initial shares owned
by them in the same manner that the majority of the shares of
common stock are voted by our public stockholders. Our existing
holders also have agreed that if they acquire shares of common
stock (including shares of common stock included in units so
acquired) in or following the completion of this offering they
will vote all such acquired shares in favor of our business
combination and to extend our corporate existence to up to
30 months in connection with any potential business
combination. However, our existing holders will vote all of
their shares in any manner they determine, in their sole
discretion, with respect to any other items that come before a
vote of our stockholders, including the election and removal of
directors.

We will proceed with the business combination only if a majority
of the shares of common stock voted by the public stockholders
are voted in favor of the business combination, public
stockholders owning up to one share less than 40% of the shares
of common stock included in the units being sold in this
offering cumulatively vote against our business combination or
an extension of the time period within which we must consummate
our business combination and exercise their conversion rights as
discussed above, and a majority of the outstanding shares of our
common stock are voted in favor of an amendment to our
certificate of incorporation to provide for our perpetual
existence.

Pursuant to our certificate of incorporation, if we do not
consummate our business combination within 24 months (or up
to 30 months, if our stockholders approve an extension)
after the completion of this offering, our corporate existence
will cease except for the purposes of winding up our affairs and
liquidating. If we are forced to liquidate prior to our business
combination, our public stockholders are entitled to share
ratably in the trust account, inclusive of any interest income
not previously released to us to fund working capital
requirements and after any income taxes due on such interest
income, which income taxes, if any, shall be paid from the trust
account, and any assets remaining available for distribution to
them. If we do not complete our business combination and the
trustee must distribute the balance of the trust account, the
underwriter has agreed that: (i) it will forfeit any rights
or claims to the deferred underwriting discount, including any
accrued interest thereon, then in the trust account, and
(ii) the deferred underwriting discount will be distributed
on a pro rata basis among the public stockholders, together with
any accrued interest thereon, after income taxes payable on such
interest. Our existing holders have waived their right to
participate in any liquidating distributions occurring upon our
failure to consummate our business combination with respect to
shares of common stock acquired by them prior to this offering.
However, our existing holders will participate in any
liquidating distributions with respect to any shares of common
stock acquired (including shares of common stock included in
units acquired) by any of them in or following this offering.

Our stockholders have no conversion, preemptive, or other
subscription rights and there are no sinking fund or redemption
provisions applicable to the common stock, except that public
stockholders have the right to have their shares of common stock
converted to cash equal to their pro rata share of the trust
account if they vote against the business combination

and the business combination is approved and consummated. Public
stockholders who convert their shares of common stock into their
share of the trust account will still have the right to exercise
the warrants that they received as part of the units.

Preferred
Stock

Our certificate of incorporation authorizes the issuance of
1,000,000 shares of blank check preferred stock with such
designations, rights and preferences as may be determined from
time to time by our board of directors. No shares of preferred
stock have been or are being issued or registered in this
offering. Accordingly, our board of directors is empowered,
without stockholder approval, to issue preferred stock with
dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the
holders of common stock. We may issue some or all of the
preferred stock to consummate a business combination. In
addition, the preferred stock could be utilized as a method of
discouraging, delaying or preventing a change in control of us.
However, the underwriting agreement prohibits us, prior to our
business combination, from issuing preferred stock which
participates in any manner in the proceeds of the trust account
or which votes as a class with the common stock on a business
combination, but we may issue preferred stock in connection with
the consummation of our business combination. Although we do not
currently intend to issue any shares of preferred stock, we
cannot assure you that we will not do so in the future.

Warrants

Public
Warrants

Each warrant entitles the holder to purchase one share of our
common stock at a price of $7.00 per share, subject to
adjustment as discussed below, at any time, unless the warrants
have previously expired, commencing on the later of:



the consummation of the business combination; or



one year from the date of this prospectus;

provided, that, during the period in which the warrants
are exercisable, a registration statement under the Securities
Act covering the shares of common stock issuable upon exercise
of the warrants is effective and a current prospectus relating
to the shares of common stock issuable upon the exercise of the
warrants is available.

The warrants will expire five years from the date of this
prospectus at 5:00 p.m., New York City time
on ,
2013 [5 years from the date of this prospectus],
unless we have redeemed the warrants prior to such time. If we
elect to redeem the warrants, we will have the option to require
all holders who elect to exercise their warrants prior to
redemption to do so on a cashless basis. We may redeem the
warrants included in the units being sold in this offering at
any time after the warrants become exercisable:



in whole and not in part;



at a price of $0.01 per warrant;



upon a minimum of 30 days prior written notice of
redemption to each warrant holder; and



only if (x) the closing price of our common stock on the
AMEX, or other national securities exchange on which our common
stock may be traded, equals or exceeds $13.75 per share for any
20 trading days within a 30
trading-day
period ending three business days before we send the notice of
redemption to warrant holders, (y) a registration statement
under the Securities Act covering shares of common stock
issuable upon exercise of the warrants is effective from the
date on which we send a

redemption notice to and including the redemption date and
(z) a current prospectus relating to the shares of common
stock issuable upon exercise of the warrants is available from
the date on which we send a redemption notice to and including
the redemption date.

We established this last criterion to provide warrant holders
with the opportunity to realize a premium to the warrant
exercise price prior to the redemption of their warrants, as
well as to provide them with a degree of liquidity to cushion
the market reaction, if any, to our election to redeem the
warrants. If the foregoing conditions are satisfied and we call
the warrants for redemption, each warrant holder will then be
entitled to exercise his, her or its warrants prior to the
scheduled redemption date. There can be no assurance that the
price of our common stock will not fall below the $13.75 per
share trigger price or the $7.00 per share warrant exercise
price after the redemption notice is delivered. We do not need
the consent of the underwriter or our stockholders to redeem the
outstanding warrants.

If we call the warrants included in the units being sold in this
offering for redemption, our management will have the option to
require all holders that elect to exercise such warrants to do
so on a cashless basis. In such event, each holder
would pay the exercise price by surrendering the
warrants for that number of shares of common stock equal to the
quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the warrants, multiplied by
the difference between the exercise price of the warrants and
the fair market value by (y) the fair market
value. The fair market value shall mean the average
reported closing price of our common stock for the 10 trading
days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants.
Such warrants may not be settled on a cashless basis unless they
have been called for redemption and we have required all such
warrants to be settled on a cashless basis.

The right to exercise the warrants will be forfeited unless they
are exercised before the date specified in the notice of
redemption. From and after the redemption date, the record
holder of a warrant will have no further rights except to
receive, upon surrender of the warrants, the redemption price.

The warrants will be issued in registered form under a warrant
agreement between Continental Stock Transfer &
Trust Company, as warrant agent, and us. You should review
a copy of the warrant agreement, which has been filed as an
exhibit to the registration statement of which this prospectus
is a part, for a complete description of the terms and
conditions applicable to the warrants.

The exercise price and number of shares of common stock issuable
on exercise of the warrants may be adjusted in certain
circumstances, including in the event of a stock dividend or our
recapitalization, reorganization, merger or consolidation.
However, the warrants will not be adjusted for issuances of
common stock at a price below their exercise price.

The warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date (or, in the case
of redemption, prior to the redemption date), at the offices of
the warrant agent, with the exercise form on the reverse side of
the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price, by certified
check payable to us, for the number of warrants being exercised
(except in the event we have required cashless exercise of the
warrants in connection with a redemption). The warrant holders
do not have the rights or privileges of holders of common stock
and any voting rights until they exercise their warrants and
receive shares of common stock. After the issuance of shares of
common stock upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all
matters to be voted on by stockholders.

No warrants will be exercisable unless at the time of exercise a
registration statement relating to shares of common stock
issuable upon exercise of the warrants is effective and a

prospectus relating to shares of common stock issuable upon
exercise of the warrants is available and the common stock has
been registered or qualified or deemed to be exempt under the
securities laws of the state of residence of the holder of the
warrants. Holders of the warrants are not entitled to net cash
settlement and the warrants may only be settled by delivery of
shares of our common stock and not cash. Under the terms of the
warrant agreement, we have agreed to meet these conditions and
use our commercially reasonable efforts to maintain an effective
registration statement and to make available a current
prospectus relating to common stock issuable upon exercise of
the warrants until the expiration or earlier redemption of the
warrants. However, we cannot assure you that we will be able to
do so. We have no obligation to settle the warrants or otherwise
permit the warrants to be exercised in the absence of an
effective registration statement or a currently available
prospectus. The warrants may never become exercisable if we fail
to comply with these registration requirements. The warrants may
be deprived of any value and the market for the warrants may be
limited if holders are prohibited from exercising warrants
because an effective registration statement and the prospectus
relating to the common stock issuable upon the exercise of the
warrants is not currently available or if the common stock is
not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside and we will not be
required to cash settle any such warrant exercise. Warrants
included in the units being sold in this offering will not be
exercisable at the option of the holder on a cashless basis,
provided that in connection with a call for redemption of the
warrants, we may require all holders who wish to exercise their
warrants to do so on a cashless basis. The initial warrants and
the private placement warrants will not be exercisable at any
time unless a registration statement is effective and a
prospectus is available.

No fractional shares of common stock will be issued upon
exercise of the warrants. If, upon exercise of the warrants, a
holder would be entitled to receive a fractional interest in a
share, we will, upon exercise, round up to the nearest whole
number the number of shares of common stock to be issued to the
warrant holder.

Private Placement
Warrants

The private placement warrants will be identical to the warrants
included in the units being sold in this offering, except that:



the private placement warrants may be exercisable at the option
of the holder on a cashless basis so long as they are held by
the original purchasers or their permitted transferees;



the private placement warrants will not be redeemable by us so
long as they are held by the original purchasers or their
permitted transferees; and



the holders of the private placement warrants have agreed,
subject to certain restrictions described below, not to sell or
otherwise transfer the private placement warrants until after
consummation of our business combination, without the prior
written consent of Deutsche Bank Securities Inc.

Notwithstanding the foregoing, the original purchasers of the
private placement warrants are permitted to transfer the private
placement warrants to permitted transferees who agree to the
transfer restrictions. For as long as the private placement
warrants are subject to transfer restrictions, they will be held
in an escrow account maintained by Continental Stock
Transfer & Trust Company.

If a holder of the private placement warrants elects to exercise
them on a cashless basis, that holder would pay the
exercise price by surrendering his, her or its warrants for that
number of shares of common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of
common stock underlying the warrants, multiplied by the
difference

between the exercise price of the warrants and the fair
market value by (y) the fair market value. The
fair market value shall mean the average reported
closing price of the common stock for the 10 trading days ending
on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants. The reason
that we have agreed that the private placement warrants will be
exercisable on a cashless basis so long as they are held by the
original purchaser and its permitted transferees is because it
is not known at this time whether they will be affiliated with
us following a business combination. If they remain affiliated
with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in
place that prohibit insiders from selling our securities except
during specific periods of time. Even during such periods of
time when insiders will be permitted to sell our securities, an
insider cannot trade in our securities if he or she is in
possession of material non-public information. Accordingly,
unlike public stockholders who could exercise their warrants and
sell the shares of common stock received upon such exercise
freely in the open market in order to recoup the cost of such
exercise, the insiders could be significantly restricted from
selling such securities. As a result, we believe that allowing
the holders to exercise the private placement warrants on a
cashless basis is appropriate. We would not receive any proceeds
to the extent the warrants are exercised on a cashless basis.

Warrants included
in the co-investment units

The warrants included in the sponsor units are identical to the
warrants included in the units being sold in this offering,
except that so long as such warrants are held by the original
purchasers or their permitted transferees, such warrants may be
exercisable at the option of the holder on a cashless basis and
are not subject to redemption by us.

Dividends

We have not paid any dividends on our common stock to date.
Prior to consummating our business combination, which is subject
to approval by our public stockholders, substantially all of our
earnings will consist of interest income earned on funds in the
trust account that are required to be held therein until
consummation of our business combination and our liquidation,
except as set forth in the next sentence. Both (i) interest
income earned on the trust account balance to pay any income
taxes on such interest income and (ii) interest income
earned, after taxes payable, on the trust account of up to
$3,000,000 (subject to adjustment in the case of an increase in
the size of this offering or if the underwriter exercises its
over-allotment option), to fund our working capital
requirements, including, in such an event, up to $125,000 of the
cost of our liquidation may be released to us from the trust
account. Accordingly, our board of directors does not anticipate
declaring any dividends on our common stock in the foreseeable
future. The payment of dividends, if any, after our business
combination will be contingent upon our historical and
anticipated financial condition, revenues, earnings, liquidity
and cash flows, if any, capital and tax requirements,
contractual prohibitions and limitations and applicable law and
will be within the sole discretion of our board of directors.

Corporate
Opportunity

Our certificate of incorporation will provide that the doctrine
of corporate opportunity, or any other analogous doctrine, will
not apply against us or any of our officers or directors or in
circumstances that would conflict with any fiduciary duties or
contractual obligations they may have currently or in the future
in respect of J.W. Childs as a general partner of J.W. Childs
Equity Partners II, L.P. and J.W. Childs Equity Partners III,
L.P. or any companies in which J.W. Childs Equity Partners II,
L.P. or J.W. Childs Equity Partners III, L.P. or in respect of
Mr. Sawaya as president of Sawaya Segalas have invested or
any other fiduciary duties or contractual obligations they may
have as of the date of this prospectus.

Certain
Anti-Takeover Provisions of Delaware Law and Our Certificate of
Incorporation and By-laws

Staggered board
of directors

Our certificate of incorporation, which will be in effect upon
completion of this offering, will provide that our board of
directors will be classified into three classes of directors of
approximately equal size. As a result, in most circumstances, a
person can gain control of our board only by successfully
engaging in a proxy contest at two or more annual meetings.

Removal of
Directors

Under our certificate of incorporation and by-laws, directors
may only be removed by a majority of our stockholders for cause.

Stockholder
action; special meeting of stockholders

Our certificate of incorporation provides that our stockholders
will not be able to take any action by written consent
subsequent to the consummation of this offering, but will only
be able to take action at duly called annual or special meetings
of stockholders. Our bylaws further provide that special
meetings of our stockholders may be only called by our board of
directors.

Our by-laws provide that stockholders seeking to bring business
before our annual meeting of stockholders, or to nominate
candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in
writing. To be timely, a stockholders notice must be
delivered to our principal executive offices not later than the
close of business on the 90th day and not earlier than the
close of business on the 120th day, prior to the first
anniversary of the preceding years annual meeting of
stockholders. For the first annual meeting of stockholders after
the closing of this offering, a stockholders notice shall
be timely if delivered to our principal executive offices not
later than the 90th day prior to the scheduled date of the
annual meeting of stockholders or the 10th day following
the day on which public announcement of the date of our annual
meeting of stockholders is first made or sent by us. Our by-laws
also specify certain requirements as to the form and content of
a stockholders meeting. These provisions may preclude our
stockholders from bringing matters before our annual meeting of
stockholders or from making nominations for directors at our
annual meeting of stockholders.

Amendment of the
certificate of incorporation and by-laws

Our certificate of incorporation will provide that the
affirmative vote of the holders of at least
662/3%
of the total voting power of our issued and outstanding capital
stock entitled to vote in the election of directors is required
to amend the following provisions of our certificate of
incorporation:



the provisions relating to our classified board of directors;



the provisions relating to the number and election of directors,
the appointment of directors upon an increase in the number of
directors or vacancy, and provisions relating to the removal of
directors;

the provisions requiring a
662/3%
stockholder vote for the amendment of certain provisions of our
certificate of incorporation and for the adoption, amendment or
repeal of our by-laws; and



the provisions relating to the restrictions on stockholder
actions by written consent.

In addition, the board of directors will be permitted to alter
our by-laws without obtaining stockholder approval.

Limitation on
Liability and Indemnification of Directors and
Officers

Our certificate of incorporation provides that our directors and
officers will be indemnified by us to the fullest extent
authorized by Delaware law as it now exists or may in the future
be amended. In addition, our certificate of incorporation
provides that our directors will not be personally liable for
monetary damages for breaches of their fiduciary duty as
directors to the fullest extent permitted under Delaware law.

Our by-laws permit us to secure insurance on behalf of any
officer, director or employee for any liability arising out of
his or her actions, regardless of whether Delaware law would
permit indemnification. We will purchase a policy of
directors and officers liability insurance that
insures our directors and officers against the cost of defense,
settlement or payment of a judgment in some circumstances and
insures us against our obligations to indemnify the directors
and officers.

These provisions may discourage stockholders from bringing a
lawsuit against our directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against directors and
officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a
stockholders investment may be adversely affected to the
extent we pay the costs of settlement and damage awards against
directors and officers pursuant to these indemnification
provisions. We believe that these provisions, the insurance and
the indemnity agreements are necessary to attract and retain
talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

Shares Eligible
for Future Sale

Immediately after the completion of this offering, we will have
25,000,000 shares of common stock outstanding (or
28,750,000 shares if the underwriters over-allotment
option is exercised in full). Of these shares, the
20,000,000 shares sold in this offering (or
3,000,000 shares if the over-allotment option is exercised
in full) will be freely tradable without restriction or further
registration under the Securities Act, except for any shares
purchased by one of our affiliates within the meaning of
Rule 144 under the Securities Act. All of the remaining
5,000,000 shares (or 5,750,000 shares if the
underwriters over-allotment option is not exercised) are
restricted securities under Rule 144, in that they were
issued in private transactions not involving a public offering.
Notwithstanding this restriction, except in limited
circumstances, (i) the private placement warrants,
including the shares of common stock issuable upon exercise of
those warrants, will not be transferable until after the
consummation of our business combination and (ii) the
initial shares of common stock issued to the existing holders
will not be transferable until the earlier of
(x) 180 days following the consummation of our
business combination and (y) our consummation, subsequent
to our business combination, of a merger, stock exchange or
other similar transaction which results in all of our
stockholders having the right to exchange their shares of our
common stock for cash,

securities or other property. For more information about these
exceptions, see the section entitled Principal
Stockholders.

Rule 144

In general, under Rule 144 under the Securities Act, a
person (or persons whose shares are aggregated) who is not
deemed to have been an affiliate of ours at any time during the
three months preceding a sale, and who has beneficially owned
restricted securities within the meaning of Rule 144 for at
least six months (including any period of consecutive ownership
of preceding non-affiliated holders) would be entitled to sell
those shares, subject only to the availability of current public
information about us. A non-affiliated person who has
beneficially owned restricted securities within the meaning of
Rule 144 for at least one year would be entitled to sell
those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed
to be an affiliate of ours and who has beneficially owned
restricted securities within the meaning of Rule 144 for at
least six months would be entitled to sell within any
three-month period a number of shares that does not exceed the
greater of one percent of the then outstanding shares of our
common stock or the average weekly trading volume of our common
stock reported through the American Stock Exchange during the
four calendar weeks preceding such sale. Such sales are also
subject to certain manner of sale provisions, notice
requirements and the availability of current public information
about us.

However, Rule 144 is not generally available for the resale
of securities initially issued by a reporting or non-reporting
shell company such as us. Despite this general prohibition,
Rule 144 does permit reliance on Rule 144 for resales
by a securityholder when (i) the issuer of the securities
that was formerly a reporting or non-reporting shell company has
ceased to be a shell company, (ii) the issuer of the
securities is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, (iii) the
issuer of the securities has filed all Exchange Act reports and
material required to be filed during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports and materials), other than
current reports on
Form 8-K,
and (iv) at least one year has elapsed from the time the
issuer has filed current Form 10 equivalent information
with the SEC reflecting its status as an entity that is not a
shell company.

Therefore the sponsor units and the co-investment units, the
common stock and warrants included or previously included in
such units, the sponsor warrants and the common stock issuable
upon exercise of such warrants and any shares of common stock
purchased in the open market pursuant to the purchaser
commitment could not be resold under Rule 144 until our
business combination occurs and the conditions set forth in the
preceding paragraphs are satisfied.

Registration
Rights

Our existing holders, the members of our sponsor and their
permitted transferees will be entitled to make up to three
demands that we register the initial units and the co-investment
units (including the shares and warrants included in the initial
units and the common stock issuable upon exercise of such
warrants), the private placement warrants and the common stock
issuable upon exercise of such warrants and any shares of common
stock purchased by John W. Childs and our officers and directors
(other than independent directors) or their affiliates pursuant
to the purchase commitment. Our existing holders may elect to
exercise their registration rights at any time beginning on the
date three months prior to the expiration of the applicable
transfer restrictions. In addition, these holders have certain
piggy-back registration rights with respect to the
shares held by them on registration statements filed by us on or
subsequent to the expiration of the applicable transfer
restriction period and

registration rights with respect to a registration statement on
Form S-3.
We will bear the expenses incurred in connection with the filing
of any registration statement. Pursuant to the registration
rights agreement, our existing holders will waive any claims to
monetary damages for any failure by us to comply with the
requirements of the registration rights agreement.

Listing

We have applied to have our units listed on the AMEX under the
symbol
 
and, once the common stock and warrants begin separate trading,
to have our common stock and warrants listed on the AMEX under
the symbols
 
and
 ,
respectively.

Based upon the proposed terms of this offering, after giving
effect to this offering we expect to meet the minimum initial
listing standards set forth in Section 101 (b) and
(c) of the American Stock Exchange Company Guide, which
consist of the following:



stockholders equity of at least $4.0 million;



total market capitalization of at least $50.0 million;



aggregate market value of publicly held shares of at least
$15.0 million;



minimum public distribution of at least 1,000,000 units
with a minimum of 400 public holders; and

The following is a general discussion of material United States
federal income tax consequences of the acquisition, ownership,
and disposition of our units, common stock and warrants, which
we refer to collectively as our securities, purchased at initial
issuance pursuant to this offering. This discussion assumes that
holders will hold our securities issued pursuant to this
offering as capital assets within the meaning of the Internal
Revenue Code of 1986, as amended, which we refer to as the Code.
This discussion does not address all aspects of United States
federal income taxation that may be relevant to a particular
investor in light of the investors individual investment
or tax circumstances. In addition, this discussion does not
address (a) United States gift or estate tax laws except to
the limited extent set forth below, (b) state, local or
non-United
States tax consequences, (c) the special tax rules that may
apply to certain investors, including without limitation banks,
insurance companies, financial institutions, broker-dealers,
taxpayers that have elected mark-to-market accounting, taxpayers
that are subject to the alternative minimum tax, tax-exempt
entities, regulated investment companies, real estate investment
trusts, taxpayers whose functional currency is not the United
States dollar, or United States expatriates or former long-term
residents of the United States, or (d) the special tax
rules that may apply to an investor that acquires, holds, or
disposes of our securities as part of a straddle, hedge, wash
sale (except to the limited extent described below),
constructive sale, or conversion transaction or other integrated
investment. Additionally, the discussion does not consider the
tax treatment of, or the tax consequences to, partnerships
(including entities treated as partnerships for United States
federal income tax purposes) or pass-through entities or persons
who hold our units, common stock or warrants through such
entities. The tax treatment of a partnership or other
pass-through entity and each partner or member thereof will
generally depend upon the status and activities of the entity
and such partner or member. A holder that is treated as a
partnership or other pass-through entity for United States
federal income tax purposes and persons who hold our units,
common stock or warrants through such an entity should consult
their own tax advisor regarding the United States federal income
tax considerations applicable to them of the purchase, ownership
and disposition of our units, common stock and warrants.

This discussion is based on current provisions of the Code,
final, temporary and proposed United States Treasury
Regulations, judicial opinions, and published positions of the
Internal Revenue Service, which we refer to as the IRS, all as
in effect on the date hereof and which may be subject to
differing interpretations or change, possibly with retroactive
effect. We have not sought, and will not seek, any ruling from
the IRS or any opinion of counsel with respect to the tax
consequences discussed herein, and there can be no assurance
that the IRS will not take a position contrary to the tax
consequences discussed below or that any position taken by the
IRS would not be sustained.

As used in this discussion, the term
U.S. person means a person that is, for United
States federal income tax purposes (i) an individual
citizen or resident of the United States, (ii) a
corporation (or other entity treated as a corporation for United
States federal income tax purposes) created or organized in the
United States or under the laws of the United States, any state
thereof, or the District of Columbia, (iii) an estate the
income of which is subject to United States federal income
taxation regardless of its source, or (iv) a trust if
(A) a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more United States persons (as defined for United States
federal income tax purposes) have the authority to control all
substantial decisions of the trust, or (B) it has in effect
a valid election to be treated as a United States person (as
defined for United States federal income tax purposes). As used
in this prospectus, the term United States holder
means a beneficial owner of our securities that is a
U.S. person and the term
non-United
States holder means a beneficial owner of our securities
that is not a U.S. person.

This discussion is only a summary of material United States
federal income tax consequences of the acquisition, ownership
and disposition of our securities. Investors are urged to
consult their own tax advisors with respect to the particular
tax consequences to them of the acquisition, ownership and
disposition of our securities, including the effect of any
United States federal tax laws, any state, local or
non-United
States tax laws, and any applicable tax treaty.

General

There is no authority addressing the treatment, for United
States federal income tax purposes, of securities with terms
substantially the same as the units, and, therefore, such
treatment is not entirely clear. We intend to treat each unit
for United States federal income tax purposes as an investment
unit consisting of one share of our common stock and a warrant
to acquire one share of our common stock. Pursuant to this
treatment, each holder of a unit must allocate the purchase
price paid by such holder for such unit between the share of
common stock and the warrant based on their respective relative
fair market values. In addition, pursuant to this treatment, a
holders initial tax basis in the common stock and the
warrant included in each unit should equal the portion of the
purchase price of the unit allocated thereto.

Our view of the characterization of the units described above
and a holders purchase price allocation is not, however,
binding on the IRS or the courts. Because there are no
authorities that directly address instruments that are similar
to the units, no assurance can be given that the IRS or the
courts will agree with the characterization described above or
the discussion below. Accordingly, prospective investors are
urged to consult their own tax advisors regarding the United
States federal tax consequences of an investment in a unit
(including possible alternative characterizations of a unit) and
with respect to any tax consequences arising under the laws of
any state, local or
non-United
States taxing jurisdiction. Unless otherwise stated, the
following discussion is based on the assumption that the
characterization of the units and the allocation described above
are accepted for United States federal tax purposes.

Tax Consequences
of an Investment in our Common Stock

Dividends and
Distributions

If we pay cash distributions to holders of shares of our common
stock, such distributions generally will constitute dividends
for United States federal income tax purposes to the extent paid
from our current or accumulated earnings and profits, as
determined under United States federal income tax principles.
Distributions in excess of current and accumulated earnings and
profits will constitute a return of capital that will be applied
against and reduce (but not below zero) the holders
adjusted tax basis in our common stock. Any remaining excess
will be treated as gain realized on the sale or other
disposition of the common stock and will be treated as described
under Gain or Loss on Sale, Exchange or Other
Taxable Disposition of Common Stock below.

Any dividends we pay to a United States holder that is a taxable
corporation generally will qualify for the dividends received
deduction if the requisite holding period and other applicable
requirements are satisfied. With certain exceptions (including
but not limited to dividends treated as investment income for
purposes of investment interest deduction limitations), and
provided certain holding period and other requirements are met,
qualified dividends received by a non-corporate United States
holder generally will be subject to tax at the maximum United
States federal income tax rate applicable to capital gains for
taxable years beginning on or before December 31, 2010,
after which the United States federal income tax rate applicable
to dividends is scheduled to return to the tax rate generally
applicable to ordinary income.

Dividends paid to a
non-United
States holder that are not effectively connected with the
non-United
States holders conduct of a trade or business in the
United States generally will be subject to withholding of United
States federal income tax at the rate of 30% or such lower rate
as may be specified by an applicable income tax treaty. A
non-United
States holder who wishes to claim the benefit of an applicable
income tax treaty withholding rate with respect to such
dividends will generally be required to, among other things,
complete IRS
Form W-8BEN
(or other applicable form) and certify under penalties of
perjury that such holder is not a United States person as
defined under the Code and is eligible for the benefits of the
applicable income tax treaty. If our common stock is held
through certain foreign intermediaries, compliance with certain
certification requirements of applicable United States Treasury
Regulations may be required. These forms and certifications must
be periodically updated.
Non-United
States holders should consult their tax advisors regarding their
entitlement to benefits under an applicable income tax treaty
and the manner of claiming the benefits of such treaty
(including, without limitation, the need to obtain a United
States taxpayer identification number).

Dividends that are effectively connected with a
non-United
States holders conduct of a trade or business in the
United States and, if an income tax treaty applies, that are
attributable to a permanent establishment or fixed base
maintained by the
non-United
States holder in the United States are subject to United States
federal income tax on a net income basis at generally applicable
United States federal income tax rates and are not subject to
the United States withholding tax, provided that the
non-United
States holder complies with certain certification and disclosure
requirements. Any such effectively connected dividends or
dividends attributable to a permanent establishment under an
applicable income tax treaty received by a
non-United
States holder that is treated as a foreign corporation for
United States federal income tax purposes may also be subject to
a branch profits tax at a 30% rate, or such lower
rate as may be specified by an applicable income tax treaty.

A non-United
States holder eligible for a reduced rate of United States
withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by timely filing an
appropriate claim for refund with the IRS.

In addition, if we determine that we are likely to be classified
as a United States real property holding corporation
(see Gain or Loss on Sale, Exchange or Other Taxable
Disposition of Common Stock below), we currently intend to
withhold 10% of any distribution that exceeds our estimate of
our current and accumulated earnings and profits, which withheld
amount may be claimed by the
non-United
States holder as a credit against the
non-United States
holders United States federal income tax liability.

Gain or Loss on
Sale, Exchange or Other Taxable Disposition of Common
Stock

In general, a United States holder must treat any gain or loss
recognized upon a sale, exchange or other taxable disposition of
a share of our common stock (which would include a liquidation
in the event we do not consummate a business combination within
the required timeframe) as capital gain or loss. Any such
capital gain or loss will be long-term capital gain or loss if
the United States holders holding period with respect to
the common stock so disposed of exceeds one year. In general, a
United States holder will recognize gain or loss on a
disposition of our common stock in an amount equal to the
difference between (i) the sum of the amount of cash and
the fair market value of any property received in such
disposition (or, if the common stock is held as part of a unit
at the time of disposition of the unit, the portion of the
amount realized on such disposition that is allocated to the
common stock based upon the then fair market value of such
common stock) and (ii) the United States holders
adjusted tax basis in the share of common stock. A United States
holders adjusted tax basis in the common stock generally
will equal the United States holders acquisition cost
(that is, as discussed above, the portion of the purchase price
of a unit allocated to that common stock)

less any prior return of capital. Long-term capital gain
recognized by a non-corporate United States holder
generally will be subject to a maximum United States federal
income tax rate of 15% for tax years beginning on or before
December 31, 2010, after which the maximum
long-term
capital gains tax rate is scheduled to increase to 20%. The
deduction of capital losses is subject to limitations. In
addition, generally no deduction will be allowed for losses upon
a taxable disposition by a United States holder of our common
stock (whether or not held as part of a unit) if, within a
period beginning 30 days before the date of such
disposition and ending 30 days after such date, such United
States holder has acquired (by purchase or by an exchange on
which the entire amount of gain or loss was